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Lewisville City Council

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									     Lewisville City Council
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                                       AGENDA

                       LEWISVILLE CITY COUNCIL MEETING
                              SEPTEMBER 20, 2010

                               LEWISVILLE CITY HALL
                             151 WEST CHURCH STREET
                              LEWISVILLE, TEXAS 75057


                           WORKSHOP SESSION - 6:30 P.M.
                            REGULAR SESSION - 7:00 P.M.


Call to Order and Announce a Quorum is Present.

WORKSHOP SESSION - 6:30 P.M.

       A.     Discussion of Regular Agenda Items and Consent Agenda Items

REGULAR SESSION - 7:00 P.M.

       A.     INVOCATION: Deputy Mayor Pro Tem Tierney

       B.     PLEDGE TO THE AMERICAN AND TEXAS FLAGS: Councilman Watts

       C.     VISITORS/CITIZENS FORUM: At this time, any person with business before
              the Council not scheduled on the agenda may speak to the Council. No formal
              action can be taken on these items at this meeting.

       D.     CLOSED SESSION: In Accordance with Texas Government Code,
              Subchapter D,

              1.     Section 551.071 (Consultation With Attorney): Anticipated Litigation
                     Regarding CoServ Electric
AGENDA
LEWISVILLE CITY COUNCIL
SEPTEMBER 20, 2010



    E.   CONSENT AGENDA: All of the following items on the Consent Agenda are
         considered to be self-explanatory by the Council and will be enacted with one
         motion. There will be no separate discussion of these items unless a Council
         Member or citizen so request. For a citizen to request removal of an item, a
         speaker card must be filled out and submitted to the City Secretary.

         1.     Approval of a Contract for Group Life Insurance, Retiree Life
                Insurance, Accidental Death and Dismemberment Insurance, and
                Long Term Disability Insurance With The Standard Insurance
                Company for a Three-Year Period; and Authorization for the City
                Manager to Execute any Contracts and Addendums as Required.

         ADMINISTRATIVE COMMENTS:

         The City of Lewisville sent out Requests for Proposals for employee benefits in
         July 2010. The Standard Insurance Company submitted the lowest proposal for
         Group Life, Accidental Death and Dismemberment Insurance and Retiree Life at
         annual rate of $209,904 and Long Term Disability Insurance at an annual rate of
         $65,256. Funding is available in the Insurance Risk Fund.

         RECOMMENDATION:

         That the City Council award the City of Lewisville group life insurance,
         accidental death and dismemberment insurance, retiree life insurance and the
         group long term disability contract to The Standard Insurance Company as set
         forth in the caption above.

         2.     Approval of a Contract for Excess Workers’ Compensation Insurance
                in the Amount of $68,582 to Midwest Employers Casualty Company
                for a One Year Period With an Option to Renew for Two Additional
                Years; and Authorization for the City Manager to Execute All
                Required Contracts.

         ADMINISTRATIVE COMMENTS:

         The City sent out Requests for Proposals for the workers’ compensation excess
         insurance coverage. The lowest and best proposal for workers’ compensation
         excess coverage is Midwest Employers Casualty Company. The cost of the
         insurance is $68,582. Funding is available in the Insurance Risk Fund.




                                      Page 2
AGENDA
LEWISVILLE CITY COUNCIL
SEPTEMBER 20, 2010


         RECOMMENDATION:

         That the City Council award excess workers’ compensation coverage to Midwest
         Employers Casualty Company as set forth in the caption above.

         3.     Approval of a Contract for Individual and Aggregate Stop Loss
                Insurance in the Amount of $511,045 to CIGNA HealthCare; and
                Authorization for the City Manager to Execute All Necessary
                Documents.

         ADMINISTRATIVE COMMENTS:

         The City sent out a Request for Proposals for reinsurance for the partially self-
         insured Health Plan. CIGNA HealthCare submitted the lowest cost proposal for
         Individual and Aggregate Stop Loss Insurance. Funding is available in Health
         Fund.

         RECOMMENDATION:

         That the City Council award Aggregate and Individual Stop Loss Insurance
         coverage to CIGNA HealthCare as set forth in the caption above.

         4.     Approval of Change Order No. 1 to the Water Line Replacements 2008
                & 2009 Phase 2 Project to Construct Water Line Improvements in the
                Amount of $181,450; and Authorization for the City Manager to Execute
                the Change Order.

         ADMINISTRATIVE COMMENTS:

         On February 15, 2010, the City Council awarded a contract to RKM Utilities
         Services Inc., for the Water Line Replacements 2008 & 2009 Phase 2 Project.
         Staff has negotiated with RKM Utility Services, Inc., for Change Order No. 1 in
         the amount of $181,450 to perform water line replacements on Grove Drive and
         Grove Court. Funding for Change Order No. 1 is available in the Water Line
         Replacements 2008 Capital Project.

         RECOMMENDATION:

         That the City Council approve the change order as set forth in the caption above.




                                       Page 3
AGENDA
LEWISVILLE CITY COUNCIL
SEPTEMBER 20, 2010


         5.     Approval of a Professional Services Agreement With RJN Group,
                Inc., in the Amount of $99,860 for Services Related to the Westwood
                Estates II Project; Approval of a Total Project Design Budget of
                $102,860, Which Includes $3,000 for Contingencies; and
                Authorization for the City Manager to Execute the Agreement.

         ADMINISTRATIVE COMMENTS:

         The Westwood Estates II (Sewer) project is for sewer improvements outside the
         public right-of-way in the Westwood II subdivision. This project consists of
         providing for the design of trenchless sewer lines in utility easements between
         existing homes. The engineer’s estimated construction cost is in the amount of
         $405,795. Staff has negotiated a Professional Services Agreement with RJN
         Group, Inc., in the amount of $99,860 to include design services, surveying and
         subsurface utility investigation. A total design budget of $102,860 is requested,
         which includes $3,000 for contingencies. Funding is available in the Westwood
         Estates Capital Project.

         RECOMMENDATION:

         That the City Council approve the Professional Services Agreement with RJN
         Group as set forth in the caption above.

         6.     Approval of a Resolution to Execute a Grade Crossing Improvement
                Agreement With the Kansas City Southern Railway Company, in the
                Amount of $230,584, Related to the Construction of the Installation of
                Flashers and Gates for the At-Grade Crossing of North Kealy
                Avenue; and, Authorization for the City Manager to Execute the
                Agreement.

         ADMINISTRATIVE COMMENTS:

         Staff is in receipt of the Grade Crossing Improvement Agreement provided by the
         Kansas City Southern Railway. This project is approved to receive Federal
         Railroad Reliability (Safe Crossing) Program Funds in the amount of $152,000.
         The remaining cost of $78,584 will be contributed from already appropriated City
         funds. The City Council, on April 5, 2010, approved the Local Project Advance
         Funding Agreement (LPAFA) between TxDot and the City of Lewisville. TxDot
         has issued a letter to proceed with construction.




                                      Page 4
AGENDA
LEWISVILLE CITY COUNCIL
SEPTEMBER 20, 2010


         RECOMMENDATION:

         That the City Council approve the resolution as set forth in the caption above.

         7.     Approval of a Resolution Authorizing Agreements Between the City
                of Lewisville and Community Development Block Grant Sub-
                Recipients; Between the City of Lewisville and City Social Service
                Agency Fund Recipients; and Between the Economic Development
                and Planning Department and the Public Services Department for FY
                2010-2011; and Authorization for City Officials to Execute the
                Agreements.

         ADMINISTRATIVE COMMENTS:

         The City of Lewisville, a U.S. Department of Housing and Urban Development
         (HUD) Entitlement City, has submitted its 2010 Annual Action Plan as required
         by HUD to receive Community Development Block Grant (CDBG) funds. A
         contract is forthcoming from HUD and funds will be appropriated soon for FY
         2010-2011. Additional funds are allocated from the City Social Service Agency
         Fund. Agreements have been prepared for the City Manager to execute with each
         of the non-profit entities and a Letter of Agreement has been prepared for the
         Director of Economic Development and Planning to execute with the Public
         Services Department for funds under the approved CDBG budget.

         RECOMMENDATION:

         That the City Council approve the resolution; and authorize appropriate City
         officials to execute the agreements as set forth in the caption above.

    F.   REGULAR HEARINGS:

         8.     Consideration of a Final Plat of the Storage Super Center Addition,
                Lots 3R and 4R, Block A, a 3.239 Acre Parcel Zoned Light Industrial
                (LI) and Warehouse (WH) Located on the Northeast Quadrant of
                Main Street and Business Highway 121 With One Plat Related
                Variance and Two Site Plan Related Variances to the Lewisville City
                Code – Section 6-103, Access Management, as Requested by the
                Owner of Lot 3R.




                                       Page 5
AGENDA
LEWISVILLE CITY COUNCIL
SEPTEMBER 20, 2010


         ADMINISTRATIVE COMMENTS:

         The subject property is being re-platted for the purpose of constructing a Quick
         Trip gas station and convenience store. The applicant has applied for a plat related
         variance; a) to allow a 220 foot control of access on Business 121 in lieu of the
         required 250 feet and a 163 foot control of access on Main Street in lieu of the
         required 250 feet. The applicant has also applied for two site plan related
         variances as follows: b) to allow Driveway spacing as low as 60 feet along
         Business Highway 121 in lieu of the required 230 feet required for major traffic
         carriers and c) to allow a modified median opening at 400 foot spacing along
         Business Highway 121 in lieu of the required 1320 foot (quarter mile) spacing for
         median openings along major traffic carriers. The Planning & Zoning commission
         recommended approval of the plat and variance “a” (7-0) at their September 7,
         2010 meeting.

         RECOMMENDATION:

         That the City Council approve the final plat of the Storage Super Center Addition,
         Lots 3R & 4R, Block A and the requested variances as set forth in the caption
         above.

         PRESENTATION: David Salmon, P.E., Assistant City Engineer
                       Jake Petris, Quick Trip Corporation

         9.     Consideration of an Ordinance Amending the FY 2009-10 Adopted
                Budget; and Consideration of Supplemental Appropriations to the
                Arts Center Capital Project From TIF Bond Available Cash in the
                Amount of $138,657 and to the Toyota of Lewisville Railroad Park
                Capital Project From 4B 2007 Bond Available Cash in the Amount of
                $426,768.




                                       Page 6
AGENDA
LEWISVILLE CITY COUNCIL
SEPTEMBER 20, 2010



         ADMINISTRATIVE COMMENTS:

         The purpose of this ordinance is to amend the FY 2009-10 adopted budget to
         include all supplements and changes approved by Council throughout the year. A
         large percentage of these appropriations include the routine supplement
         completed each year for prior year encumbrances (purchases) that overlap into the
         next fiscal year. Others relate to actions taken to fund unbudgeted items during
         the year. This ordinance will also authorize new supplements to the Debt Service
         Fund, Utility Fund and the Health Fund. The supplement to the Arts Center will
         be used for equipment purchases and the supplement to the Toyota of Lewisville
         Railroad Park will purchase shade shelters, spectator seating, fencing, signage,
         installation of gates and signage and the remainder will enable bond interest
         money (which is limited to this purpose) to be used in place of general 4B capital
         project cash.

         RECOMMENDATION:

         That the City Council approve the ordinance amending the FY 2009-10 budget;
         and approve the supplemental appropriations as set forth in the caption above.

         10.    Consideration of an Ordinance Adopting the FY 2010/2011 Operating
                Budget; and Consideration of a Resolution Authorizing the
                Overfilling of Certain Positions in FY 2010/2011.

         ADMINISTRATIVE COMMENTS:

         The proposed operating budget for all funds has been prepared by staff and
         reviewed by the City Council. Approval of this ordinance adopts an operating
         budget for all funds beginning October 1, 2010 and ending September 30, 2011.
         A draft budget document is available for public review at the City Secretary’s
         Office, the Library, and on the City website. The overfill resolution authorizes the
         City Manager to hire up to two additional police officers, one additional
         community service officer, and one additional public safety call-taker over the FY
         2010-11 authorized number of positions to alleviate understaffing caused by
         turnover.




                                       Page 7
AGENDA
LEWISVILLE CITY COUNCIL
SEPTEMBER 20, 2010



         RECOMMENDATION:

         That the City Council approve the proposed ordinance and resolution as set forth
         in the caption above.

         11.    Consideration of an Ordinance Adopting the FY 2010-2011 Tax Rate.

         ADMINISTRATIVE COMMENTS:

         This action will adopt the City's annual ad valorem tax rate for all taxable
         property at $0.44021 per $100 of assessed valuation. The rate combines the
         following: Maintenance and Operations $0.32289 and Principal and Interest on
         Debt $0.11732 for a total tax rate of $0.44021. The total proposed tax rate for FY
         2010-2011 remains the same as the 2009-2010 tax rate.

         RECOMMENDATION:

         That the City Council approve the proposed ordinance adopting the FY 2010-
         2011 tax rate.

         12.    Consideration of an Ordinance Amending the Lewisville City Code,
                Chapter 2, Article VIII, Section 2-201 Fee Schedule.

         ADMINISTRATIVE COMMENTS:

         As part of the annual budget process, Council approved changes to the fee
         schedule that were based on an analysis of current charges as compared to cost
         recovery goals, authorized charges that may no longer be applicable, and new
         fees.

         RECOMMENDATION:

         That the City Council approve the ordinance as set forth in the caption above.

         13.    Third and Final Reading: Consideration of an Ordinance Amending
                Chapter 8 of the Lewisville City Code by Prohibiting the Use,
                Purchase, Possession, and Sale of the Synthetic Cannabinoid or Salvia
                Divinorum Distributed, Sold and Marketed Under Many Street
                Names, the Most Common of Which is “K2”.




                                       Page 8
AGENDA
LEWISVILLE CITY COUNCIL
SEPTEMBER 20, 2010


         ADMINISTRATIVE COMMENTS:

         At the August 16, 2010, City Council meeting, the Council approved the subject
         ordinance. However, due to the lack of a 4/5's vote by the Council to adopt the
         ordinance on an emergency basis, the ordinance has to be read on three separate
         days to meet the City Charter requirements. This will be the third and final
         reading.

         RECOMMENDATION:

         That the City Attorney provide the third and final reading of the ordinance.

         14.    Second and Final Reading: Consideration of an Ordinance
                Authorizing Entering into a Franchise Agreement With Denton
                County Electric Cooperative, Inc., d/b/a CoServ Electric Granting
                Non-Exclusive Right to Use and Occupy Right-of-Way Within the
                City of Lewisville for Construction and Operation of an Electric
                Transmission and Distribution System.

         ADMINISTRATIVE COMMENTS:

         Negotiations with CoServ Electric have continued for many months. The present
         agreement expired March 1, 2009. Remaining items which have not been resolved
         relate to the definition of gross receipts. Staff recommends the proposed
         ordinance and agreement which clearly defines the need of the city and
         consumers. The City Charter requires two readings of the ordinance with 30 days
         between readings when granting franchises. This will be the second and final
         reading.

         RECOMMENDATION:

         That the City Council authorize and conduct the second reading of the ordinance
         as set forth in the caption above.

    G.   REPORTS: Reports about items of community interest regarding which no
         action will be taken.




                                       Page 9
AGENDA
LEWISVILLE CITY COUNCIL
SEPTEMBER 20, 2010


     H.       CLOSED SESSION: In Accordance with Texas Government Code,
              Subchapter D,

              1.      Section 551.072 (Real Estate): Property Acquisition

              2.      Section 551.087 (Economic Development): Deliberation Regarding
                      Economic Development Negotiations

     I.       RECONVENE into Regular Session and Consider Action, if Any, on Items
              Discussed in Closed Session.

     J.       ADJOURNMENT




 The City Council reserves the right to adjourn into closed session at any time during the course of this
 meeting to discuss any of the matters listed above, as authorized by Texas Government Code Section
 551.071 (Consultation with Attorney), 551.072 (Deliberations about Real Property), 551.073 (Deliberations
 about Gifts and Donations), 551.074 (Personnel Matters), 551.076 (Deliberations about Security Devices)
 and 551.087 (Economic Development).




                                               Page 10
                             ADDENDUM TO THE AGENDA

                             LEWISVILLE CITY COUNCIL
                                    MEETING

                                   SEPTEMBER 20, 2010

                               LEWISVILLE CITY HALL
                              151 WEST CHURCH STREET
                                  LEWISVILLE, TEXAS


In addition to the previously posted agenda for the September 20, 2010, Regular Session, the
following item is hereby added:

              15.    Consideration of a Request for a Variance to the Lewisville City Code,
                     Chapter 15, Parking Regulations, Allowing Residents of Timber
                     Creek Acres at 908, 910, 918, 920, 924 & 926 Timber Creek Drive;
                     and 1908 Valley Parkway Whose Homes Were Damaged by Flooding
                     to Occupy Recreational Trailers on Premise if They so Choose.

                     ADMINISTRATIVE COMMENTS:

                     On September 8, 2010 significant flooding occurred from severe rainfall
                     in several areas of Lewisville. Several homes in the Timber Creek Acres
                     Subdivision and surrounding area were damaged by flooding. Currently,
                     the residents affected are salvaging belongings, working with insurance
                     providers, contractors and the City Building Codes Division to restore
                     their homes. It may be the desire of some of the residents to occupy their
                     property in order to be closer to the cleanup and repair, as well as protect
                     their belongings. The residents may utilize recreational trailers until such
                     time as their homes are repaired.

                     RECOMMENDATION:

                     That the City Council approve the requested variance and waive variance
                     fees as set forth in the caption above.

                     PRESENTATION: Cleve Joiner, Building Official
                                       MEMORANDUM



TO:            Claude King, City Manager

FROM:          Melinda Galler, Director of Human Resources

DATE:          September 15, 2010

SUBJECT:       Approval of a Contract for Group Life Insurance, Retiree Life Insurance,
               Accidental Death and Dismemberment Insurance, and Long Term Disability
               Insurance With The Standard Insurance Company for a Three-Year Period;
               and Authorization for the City Manager to Execute any Contracts and
               Addendums as Required.

BACKGROUND

The City of Lewisville opted not to participate in Social Security in 1982. In lieu of Social
Security, the City Council authorized an Alternate Plan to provide full-time employees with
Long Term Disability Insurance, Life Insurance and Accidental Death and Dismemberment
Insurance. The Alternate Plan also included a deferred compensation benefit with a City match.

Life insurance is provided for active employees and retirees. Active employees receive group
term coverage equal to four times their salary. Retired employees were removed from the City’s
group term policy in 1995 and are issued $15,000 “paid-up” policies upon retirement. In
addition, employees receive long-term disability insurance that pays 60% of their salary for two
years if they are injured or become ill and are unable to perform the essential functions of their
job. The plan will continue to pay until age 65 if the employee is totally disabled.

ANALYSIS

The Requests for Proposals for each line of coverage was sent out in July 2010. The City
received three proposals for life and AD&D coverage. The current carrier is The Standard and
they matched their current rate for life of $.11. In addition, The Standard matched the current
rate charged by Zurich for AD&D of $.021.
Subject: Proposals for Life Insurance, AD&D and LTD
Page 2


                          Current Carrier
                       The Standard - Life         MetLife       Reliance Standard      The Standard
                     Zurich American - AD&D
                          Proposed Rates       Proposed Rates     Proposed Rates        Proposed Rates
Life Monthly Rate              $0.11                $0.148          Rate is .132            $0.110
AD&D Monthly Rate             $0.021                $0.033          Rate is .035            $0.021
Annual Premiums              $209,904             $287,057           $273,660             $209,904


In addition to the three quotes for both Life and AD&D, Zurich submitted a proposal for AD&D
only at the current rate of $.021. Staff proposes that both life and AD&D be awarded to the
Standard for an estimated annual premium if $209,904. Under The Standard’s proposal, retiree
rates remained unchanged from the current contract.

The City received three proposals for Long Term Disability Insurance. The current provider,
The Standard Insurance Company quoted their current rate of $0.180 which was the lowest quote
received. The estimated premium for 2010 is $65,558 and they guarantee the rate for three
years.

                     Current Carrer --
                                                MetLife            Reliance Standard          The Standard
                      The Standard
                        LTD Rates          Proposed LTD Rates     Proposed LTD Rates       Proposed LTD Rates
                    Per $100 of Payroll    Per $100 of Payroll    Per $100 of Payroll      Per $100 of Payroll
Volume                  $3,035,091             $3,035,091             $3,035,091                $3,035,091
Monthly Rate               $0.18                  $0.33                  $0.22                     $0.18
Monthly Premiums         $5,463                 $9,985                  $6,556                    $5,463
Annual Premiums          $65,558               $119,825                $78,670                   $65,558




RECOMMENDATION

It is City staff’s recommendation that the City Council award the City of Lewisville group life
insurance, accidental death and dismemberment insurance, retiree life insurance and the group
long term disability contract to The Standard Insurance Company, as set forth in the caption
above.
                                       MEMORANDUM



TO:            Claude King, City Manager

FROM:          Melinda Galler, Human Resources Director

DATE:          September 20, 2010

SUBJECT:       Approval of Contract Award to Midwest Employers Casualty Company for
               Excess Workers’ Compensation Insurance in the Amount of $68,582 for a
               One Year Period With an Option to Renew for Two Additional Years; and
               Authorization for the City Manager to Execute All Required Contracts.

BACKGROUND

The City of Lewisville is currently under a three-year agreement with York Claims Service, Inc.,
to provide third party administrator services for the workers’ compensation program. The
current agreement extends through September 30, 2011. The City utilized a Request for
Proposal (RFP) process for the excess workers’ compensation coverage requesting quotes for
one year with an option to renew for two additional years. Two proposals were received, with
three options available. Proposals were submitted by the following respondents:

                      1. Midwest Employers Casualty Company (RHSB) – 2 options
                      2. Safety National Casualty Company( RHSB)
ANALYSIS

Staff used the services of McGriff, Seibles & Williams of Texas, Inc., an independent insurance
and risk management consulting service, to assist with proposal analysis. Midwest Casualty
submitted the best proposal with an annual premium of $68,582. The policy has a retention or
deductible of $300,000 for all employees except police and fire, which is $400,000 and it
includes terrorism coverage at no additional premium.

The retention is per incident or occurrence for accidents or per individual for disease or illness.
The coverage includes an aggregate limit of $3,000,000 that protects the City from multiple large
losses. Attachment A is an analysis of the proposals received.

RECOMMENDATION

Staff recommends that the City Council award excess workers’ compensation insurance to
Midwest Employers Casualty Company for a one-year period with an option to renew for two
additional years; and authorize the City Manager to sign all necessary contracts.
       City of Lewisville RFSP # 10-48-A Excess Workers' Compensation



                                             2010-2011              2010-2011              2010-2011
                     2009-2010
                                             RENEWAL                RENEWAL              ALTERNATIVE
                  EXPIRING Midwest
                                          Midwest - Option 1     Midwest - Option 2      Safety National




Retention              $300,000               $300,000               $300,000               $400,000
                   $400,000 Police/Fire   $400,000 Police/Fire   $500,000 Police/Fire   $500,000 Police/Fire


Premium                 $68,620                $68,582                $59,382                $84,375
                                       MEMORANDUM



TO:            Claude King, City Manager

FROM:          Melinda Galler, Human Resources Director

DATE:          September 15, 2010

SUBJECT:       Approval of the Award to CIGNA HealthCare for Individual and Aggregate
               Stop Loss Insurance in the Amount of $511,045; and Authorization for the
               City Manager to Execute All Necessary Documents.

BACKGROUND

The City of Lewisville has provided a health insurance plan through a partially self-insured
program since 1990. The City has utilized Cigna to administer its plan of benefits and to provide
individual and aggregate stop loss coverage since 2006.

Under the partially self-insured plan, the City is responsible for the first dollar coverage of each
claim with individual stop loss coverage for all claims in excess of this amount. Aggregate stop
loss insurance provides overall plan protection by assuring that insurance coverage is provided
when total claim payments exceed a specified amount. This specific amount is calculated by
multiplying the number of lives on the plan by the attachment factor. Based on the proposed
attachment factor of $697.11, the aggregate limit is $5,763,717. The plan is protected from
paying out any claims in excess of this amount.

ANALYSIS

The City of Lewisville released an RFP for stop loss insurance in July and received quotes from
three vendors including Cigna, our current stop loss provider, Kanawha and Unimerica (SLIS).
The quote from Cigna is the best price and includes the most comprehensive coverage. In 2010-
11, the staff is recommending that the Individual Stop Loss deductible be increased from
$125,000 to $135,000. This change will save the City of Lewisville approximately $45,226.
The City of Lewisville Health Plan would have to incur four claims over $135,000 to offset the
savings. Over the past several years, the Health Plan has averaged less than four claims over
$135,000 annually (08/09 - one claim, 07/08 - two claims, and 06/07 - two claims).

Under the CIGNA proposal for Stop Loss, the aggregate coverage premium is $40,927, and the
premium for individual stop loss is estimated to be $470,118 annually and covers all charges
incurred in twelve months but paid in fifteen months for 100% of plan participants.
Subject: Proposal for Health Insurance Stop Loss
September 15, 2010
Page 2



RECOMMENDATION

That the City Council award Aggregate and Individual Stop Loss Insurance coverage to CIGNA
HealthCare for a one year contract with two annual rate renewal options for rate and premiums
deemed to be favorable to the City and authorize the City Manager to execute all necessary
documents.
                                                                   CITY OF LEWISVILLE, TEXAS
                                                           CIGNA RENEWAL AND ISL DEDUCTIBLE OPTIONS

                                                                                                                         2010 / 2011                 2010 / 2011                   2010 / 2011                  2010 / 2011
                                                                2008 / 2009                  2009 / 2010
                                                                                                                          Renewal               Renegotiated Renewal                Option 1                     Option 2

TPA:                                                               Cigna                       Cigna                        Cigna                        Cigna                        Cigna                        Cigna
STOP LOSS CARRIER:                                                 Cigna                       Cigna                        Cigna                        Cigna                        Cigna                        Cigna
PBM                                                                Cigna                       Cigna                        Cigna                        Cigna                        Cigna                        Cigna
PPO:                                                            Cigna PPO                    Cigna PPO                   Cigna PPO                    Cigna PPO                    Cigna PPO                    Cigna PPO
SPECIFIC STOP LOSS DEDUCTIBLE:                                   $125,000                     $125,000                    $125,000                     $125,000                     $135,000                     $150,000
SPECIFIC STOP LOSS LIFETIME MAXIMUM                             $2,000,000                   $2,000,000                   Unlimited                    Unlimited                    Unlimited                    Unlimited
SPECIFIC CONTRACT :                                             Paid (M, Rx)                Paid (M, Rx)                Paid (M, Rx)                 Paid (M, Rx)                 Paid (M, Rx)                 Paid (M, Rx)
AGGREGATE CONTRACT CORRIDOR:                                       120%                        120%                         120%                         120%                         120%                         120%
AGGREGATE CONTRACT MAXIMUM:                                     $1,000,000                  $1,000,000                   $1,000,000                   $1,000,000                   $1,000,000                   $1,000,000
AGGREGATE CONTRACT:                                             Paid (M, Rx)                Paid (M, Rx)                Paid (M, Rx)                 Paid (M, Rx)                 Paid (M, Rx)                 Paid (M, Rx)


SPECIFIC PREMIUM:          Employee                                         $52.33                       $57.13                       $65.61                       $62.33                       $56.86                       $51.50
                        Dependents                                             $0.00                       $0.00                       $0.00                        $0.00                        $0.00                        $0.00


MONTHLY TOTAL                                                              $36,055                     $39,363                      $45,205                      $42,945                      $39,177                      $35,484
ANNUAL TOTAL                                                            $432,664                    $472,351                     $542,463                     $515,344                     $470,118                     $425,802
AGGREGATE PREMIUM (Per Employee):                                            $3.76                         $4.79                       $5.17                        $4.72                        $4.95                        $5.31
MONTHLY TOTAL                                                               $2,591                       $3,300                       $3,562                       $3,252                       $3,411                       $3,659
ANNUAL TOTAL                                                               $31,088                     $39,604                      $42,746                      $39,025                      $40,927                      $43,903
AGGREGATE STOP LOSS FACTOR:
   Employee                                                                $563.95                     $611.60                      $715.05                      $691.67                      $697.11                      $706.99
   Additional for Family                                                     $0.00                         $0.00                       $0.00                        $0.00                        $0.00                        $0.00
   Monthly Aggregate Accumulation                                       $388,562                    $421,392                     $492,669                     $476,562                     $480,310                     $487,118
   Annual Aggregate Accumulation                                      $4,662,739                   $5,056,700                  $5,912,032                   $5,718,747                   $5,763,717                   $5,845,411
   Projected Claims (IPS Advisors, Inc.)                                         n/a                         n/a               $5,212,463                   $5,212,463                   $5,242,463                   $5,287,463
   % Above Projected                                                             n/a                         n/a                      13.4%                         9.7%                         9.9%                        10.6%


Medical / Rx / Vision Administration:                                       $24.08                       $24.08                       $24.92                       $24.08                       $24.08                       $24.08
Medical Network Access Fee / UR / CM / DM                                   $16.43                       $16.43                       $17.01                       $16.43                       $16.43                       $16.43
Dental Administration                                                        $2.68                         $2.68                       $2.77                        $2.68                        $2.68                        $2.68
Dental Network Access Fee                                                    $0.78                         $0.78                       $0.81                        $0.78                        $0.78                        $0.78
HRA Fee                                                                      $8.97                         $5.94                       $6.15                        $5.94                        $5.94                        $5.94
Large Case Management                                                      included                    included                     included                     included                     included                     included
Disease Management                                                         included                    included                     included                     included                     included                     included
24 Hour Nurse Line                                                         included                    included                     included                     included                     included                     included
Printing Booklets / SPDs                                                   included                    included                     included                     included                     included                     included
COBRA                                                                not included                 not included                 not included                 not included                 not included                 not included
HIPAA                                                                      included                    included                     included                     included                     included                     included
Set Up Fee (Monthly Total)                                                       n/a                         n/a                          n/a                          n/a                          n/a                          n/a
MONTHLY TOTAL                                                              $35,871                     $33,859                      $35,046                      $33,859                      $33,859                      $33,859
ANNUAL TOTAL                                                            $430,450                    $406,307                     $420,554                     $406,307                     $406,307                     $406,307


FIXED MONTHLY TOTAL                                                        $74,517                     $76,522                      $83,814                      $80,056                      $76,446                      $73,001
FIXED ANNUAL TOTAL                                                      $894,202                    $918,261                   $1,005,763                     $960,676                     $917,352                     $876,012
Cigna Run-Out Administration Total                                               n/a                         n/a                          n/a                          n/a                          n/a                          n/a
MAXIMUM MONTHLY FUNDING                                               $463,078                    $497,913                     $576,483                     $556,619                     $556,756                     $560,119
MAXIMUM ANNUAL FUNDING                                               $5,556,940                  $5,974,961                   $6,917,795                   $6,679,424                   $6,681,068                   $6,721,423
PERCENTAGE ∆ FROM PREVIOUS                                                  -3.9%                          7.5%                       15.8%                        11.8%                        11.8%                        12.5%
DOLLAR CHANGE FROM PREVIOUS                                           -$225,340                    $418,021                     $942,834                     $704,462                     $706,107                     $746,462
                                                                                       Admin Fee Cap               Assumes Enhanced             Assumes Enhanced             Assumes Enhanced             Assumes Enhanced
MEDICAL CALCULATIONS BASED ON:                     689                                 3.5% Year 2 & 3             Plan is Discontinued         Plan is Discontinued         Plan is Discontinued         Plan is Discontinued
DENTAL CALCULATIONS BASED ON:                      579                                 *$611.60 = Minimum
HRA CALCULATIONS BASED ON:                         664                                 Attachement Point


Stop LossBreakeven Point (in terms of claims above ISL Ded.)                                                                                                                                      4.33                         3.39
Year to Date 2010 Claims Over Potential ISL Ded.                                                                                                                                                  3.00                         3.00
2009 Claims Over Potential ISL Ded.                                                                                                                                                               1.00                         1.00
                                             CITY OF LEWISVILLE, TEXAS
                             MEDICAL FINANCIAL COMPARISON - $125k ISL DEDUCTIBLE LEVEL

                                                                                                        2010 / 2011                   2010 / 2011                 2010 / 2011
                                                  2008 / 2009                2009 / 2010
                                                                                                   Renegotiated Renewal                Option 1                    Option 2

TPA:                                                 Cigna                      Cigna                       Cigna                        Cigna                      Cigna
STOP LOSS CARRIER:                                   Cigna                      Cigna                       Cigna                      Kanawha                    Unimerica
PBM                                                  Cigna                      Cigna                       Cigna                        Cigna                      Cigna
PPO:                                              Cigna PPO                  Cigna PPO                   Cigna PPO                    Cigna PPO                   Cigna PPO
SPECIFIC STOP LOSS DEDUCTIBLE:                     $125,000                   $125,000                    $125,000                     $125,000                    $125,000
SPECIFIC STOP LOSS LIFETIME MAXIMUM               $2,000,000                 $2,000,000                   Unlimited                   $2,000,000                   Unlimited
SPECIFIC CONTRACT :                               Paid (M, Rx)               Paid (M, Rx)               Paid (M, Rx)                 12/15 (M, Rx)               12/15 (M, Rx)
AGGREGATE CONTRACT CORRIDOR:                         120%                       120%                        120%                         120%                       120%
AGGREGATE CONTRACT MAXIMUM:                       $1,000,000                 $1,000,000                  $1,000,000                   $1,000,000                 $1,000,000
AGGREGATE CONTRACT:                               Paid (M, Rx)               Paid (M, Rx)               Paid (M, Rx)                 Paid (M, Rx)                Paid (M, Rx)


SPECIFIC PREMIUM:          Employee                           $52.33                     $57.13                       $62.33                       $70.69                      $82.73
                        Dependents                             $0.00                      $0.00                        $0.00                        $0.00                       $0.00


MONTHLY TOTAL                                                $36,055                    $39,363                      $42,945                     $48,705                    $57,001
ANNUAL TOTAL                                              $432,664                   $472,351                     $515,344                    $584,465                   $684,012
AGGREGATE PREMIUM (Per Employee):                              $3.76                      $4.79                        $4.72                        $5.10                       $4.80
MONTHLY TOTAL                                                 $2,591                     $3,300                       $3,252                       $3,514                      $3,307
ANNUAL TOTAL                                                 $31,088                    $39,604                      $39,025                     $42,167                    $39,686
AGGREGATE STOP LOSS FACTOR:
   Employee                                                  $563.95                    $611.60                      $691.67                     $711.89                    $714.71
   Additional for Family                                       $0.00                      $0.00                        $0.00                        $0.00                       $0.00
   Monthly Aggregate Accumulation                         $388,562                   $421,392                     $476,562                    $490,492                   $492,435
   Annual Aggregate Accumulation                        $4,662,739                 $5,056,700                   $5,718,747                  $5,885,901                  $5,909,222
   Projected Claims (IPS Advisors, Inc.)                         n/a                        n/a                 $5,212,463                  $5,212,463                  $5,212,463
   % Above Projected                                             n/a                        n/a                         9.7%                       12.9%                       13.4%


Medical / Rx / Vision Administration:                         $24.08                     $24.08                       $24.08                       $24.08                      $24.08
Medical Network Access Fee / UR / CM / DM                     $16.43                     $16.43                       $16.43                       $16.43                      $16.43
Stop Loss Interfacing Fee                                        n/a                        n/a                          n/a                        $1.50                       $1.50
Dental Administration                                          $2.68                      $2.68                        $2.68                        $2.68                       $2.68
Dental Network Access Fee                                      $0.78                      $0.78                        $0.78                        $0.78                       $0.78
HRA Fee                                                        $8.97                      $5.94                        $5.94                        $5.94                       $5.94
Large Case Management                                        included                   included                     included                    included                   included
Disease Management                                           included                   included                     included                    included                   included
24 Hour Nurse Line                                           included                   included                     included                    included                   included
Printing Booklets / SPDs                                     included                   included                     included                    included                   included
COBRA                                                  not included               not included                  not included               not included                not included
HIPAA                                                        included                   included                     included                    included                   included
Set Up Fee (Monthly Total)                                       n/a                        n/a                          n/a                          n/a                         n/a
MONTHLY TOTAL                                                $35,871                    $33,859                      $33,859                     $34,892                    $28,945
ANNUAL TOTAL                                              $430,450                   $406,307                     $406,307                    $418,709                   $347,339


FIXED MONTHLY TOTAL                                          $74,517                    $76,522                      $80,056                     $87,112                    $89,253
FIXED ANNUAL TOTAL                                        $894,202                   $918,261                     $960,676                  $1,045,340                  $1,071,037
Cigna Run-Out Administration Total                               n/a                        n/a                          n/a                          n/a                         n/a
MAXIMUM MONTHLY FUNDING                                 $463,078                   $497,913                    $556,619                      $577,603                   $581,688
MAXIMUM ANNUAL FUNDING                                $5,556,940                 $5,974,961                  $6,679,424                    $6,931,241                 $6,980,259
PERCENTAGE ∆ FROM PREVIOUS                                    -3.9%                       7.5%                        11.8%                        16.0%                     16.8%
DOLLAR CHANGE FROM PREVIOUS                             -$225,340                  $418,021                      $704,462                    $956,280                 $1,005,298
                                                                        Admin Fee Cap              Firm Quote                   Run-In Not Insured          Run-In Not Insured
MEDICAL CALCULATIONS BASED ON:              689                         3.5% Year 2 & 3            Assumes Enhance              Updated Claims Req.         Updated Claims Req.
DENTAL CALCULATIONS BASED ON:               579                         *$611.60 = Minimum         Is Discontinued              Potential Lasers
HRA CALCULATIONS BASED ON:                  664                         Attachement Point                                       B++ Insurance Rating
                                                        CITY OF LEWISVILLE, TEXAS
                                        MEDICAL FINANCIAL COMPARISON - $135k ISL DEDUCTIBLE LEVEL

                                                                                                         2010 / 2011                  2010 / 2011                  2010 / 2011                 2010 / 2011
                                                    2008 / 2009               2009 / 2010
                                                                                                    Renegotiated Renewal            135k ISL Option              135k ISL Option             135k ISL Option

TPA:                                                  Cigna                      Cigna                       Cigna                        Cigna                        Cigna                      Cigna
STOP LOSS CARRIER:                                    Cigna                      Cigna                       Cigna                        Cigna                      Kanawha                    Unimerica
PBM                                                   Cigna                      Cigna                       Cigna                        Cigna                        Cigna                      Cigna
PPO:                                                Cigna PPO                 Cigna PPO                   Cigna PPO                    Cigna PPO                    Cigna PPO                   Cigna PPO
SPECIFIC STOP LOSS DEDUCTIBLE:                      $125,000                   $125,000                    $125,000                     $135,000                     $135,000                    $135,000
SPECIFIC STOP LOSS LIFETIME MAXIMUM                 $2,000,000                $2,000,000                   Unlimited                    Unlimited                   $2,000,000                   Unlimited
SPECIFIC CONTRACT :                                Paid (M, Rx)               Paid (M, Rx)               Paid (M, Rx)                 Paid (M, Rx)                 12/15 (M, Rx)               12/15 (M, Rx)
AGGREGATE CONTRACT CORRIDOR:                          120%                       120%                        120%                         120%                         120%                       120%
AGGREGATE CONTRACT MAXIMUM:                        $1,000,000                 $1,000,000                  $1,000,000                   $1,000,000                   $1,000,000                 $1,000,000
AGGREGATE CONTRACT:                                Paid (M, Rx)               Paid (M, Rx)               Paid (M, Rx)                 Paid (M, Rx)                 Paid (M, Rx)                Paid (M, Rx)


SPECIFIC PREMIUM:          Employee                            $52.33                     $57.13                       $62.33                       $56.86                       $65.34                      $76.22
                         Dependents                              $0.00                     $0.00                        $0.00                        $0.00                        $0.00                       $0.00


MONTHLY TOTAL                                                 $36,055                    $39,363                      $42,945                      $39,177                     $45,019                    $52,516
ANNUAL TOTAL                                               $432,664                   $472,351                     $515,344                     $470,118                    $540,231                   $630,187
AGGREGATE PREMIUM (Per Employee):                                $3.76                     $4.79                        $4.72                        $4.95                        $5.10                       $4.80
MONTHLY TOTAL                                                  $2,591                     $3,300                       $3,252                       $3,411                       $3,514                      $3,307
ANNUAL TOTAL                                                  $31,088                    $39,604                      $39,025                      $40,927                     $42,167                    $39,686
AGGREGATE STOP LOSS FACTOR:
   Employee                                                   $563.95                    $611.60                      $691.67                      $697.11                     $719.05                    $719.71
   Additional for Family                                         $0.00                     $0.00                        $0.00                        $0.00                        $0.00                       $0.00
   Monthly Aggregate Accumulation                          $388,562                   $421,392                     $476,562                     $480,310                    $495,425                   $495,880
   Annual Aggregate Accumulation                         $4,662,739                 $5,056,700                   $5,718,747                   $5,763,717                  $5,945,105                  $5,950,562
   Projected Claims (IPS Advisors, Inc.)                           n/a                       n/a                 $5,212,463                   $5,242,463                  $5,242,463                  $5,242,463
   % Above Projected                                               n/a                       n/a                         9.7%                         9.9%                       13.4%                       13.5%


Medical / Rx / Vision Administration:                          $24.08                     $24.08                       $24.08                       $24.08                       $24.08                      $24.08
Medical Network Access Fee / UR / CM / DM                      $16.43                     $16.43                       $16.43                       $16.43                       $16.43                      $16.43
Stop Loss Interfacing Fee                                          n/a                       n/a                          n/a                          n/a                        $1.50                       $1.50
Dental Administration                                            $2.68                     $2.68                        $2.68                        $2.68                        $2.68                       $2.68
Dental Network Access Fee                                        $0.78                     $0.78                        $0.78                        $0.78                        $0.78                       $0.78
HRA Fee                                                          $8.97                     $5.94                        $5.94                        $5.94                        $5.94                       $5.94
Large Case Management                                         included                   included                     included                     included                    included                   included
Disease Management                                            included                   included                     included                     included                    included                   included
24 Hour Nurse Line                                            included                   included                     included                     included                    included                   included
Printing Booklets / SPDs                                      included                   included                     included                     included                    included                   included
COBRA                                                   not included               not included                  not included                 not included               not included                not included
HIPAA                                                         included                   included                     included                     included                    included                   included
Set Up Fee (Monthly Total)                                         n/a                       n/a                          n/a                          n/a                          n/a                         n/a
MONTHLY TOTAL                                                 $35,871                    $33,859                      $33,859                      $33,859                     $34,892                    $34,892
ANNUAL TOTAL                                               $430,450                   $406,307                     $406,307                     $406,307                    $418,709                   $418,709


FIXED MONTHLY TOTAL                                           $74,517                    $76,522                      $80,056                      $76,446                     $83,426                    $90,715
FIXED ANNUAL TOTAL                                         $894,202                   $918,261                     $960,676                     $917,352                  $1,001,107                  $1,088,582
Cigna Run-Out Administration Total                                 n/a                       n/a                          n/a                          n/a                          n/a                         n/a
MAXIMUM MONTHLY FUNDING                                   $463,078                  $497,913                    $556,619                     $556,756                      $578,851                   $586,595
MAXIMUM ANNUAL FUNDING                                  $5,556,940                $5,974,961                  $6,679,424                   $6,681,068                    $6,946,212                 $7,039,144
PERCENTAGE ∆ FROM PREVIOUS                                     -3.9%                       7.5%                        11.8%                        11.8%                        16.3%                     17.8%
DOLLAR CHANGE FROM PREVIOUS                              -$225,340                  $418,021                      $704,462                     $706,107                    $971,251                 $1,064,183
                                                                         Admin Fee Cap              Firm Quote                   Firm Quote                   Run-In Not Insured          Run-In Not Insured
MEDICAL CALCULATIONS BASED ON:              689                          3.5% Year 2 & 3            Assumes Enhance              Assumes Enhance              Updated Claims Req.         Updated Claims Req.
DENTAL CALCULATIONS BASED ON:               579                          *$611.60 = Minimum         Is Discontinued              Is Discontinued              Potential Lasers
HRA CALCULATIONS BASED ON:                  664                          Attachement Point                                                                    B++ Insurance Rating
                                                        CITY OF LEWISVILLE, TEXAS
                                        MEDICAL FINANCIAL COMPARISON - $150k ISL DEDUCTIBLE LEVEL

                                                                                                         2010 / 2011                  2010 / 2011                  2010 / 2011                 2010 / 2011
                                                    2008 / 2009               2009 / 2010
                                                                                                    Renegotiated Renewal            150k ISL Option              150k ISL Option             150k ISL Option

TPA:                                                  Cigna                      Cigna                       Cigna                        Cigna                        Cigna                      Cigna
STOP LOSS CARRIER:                                    Cigna                      Cigna                       Cigna                        Cigna                      Kanawha                    Unimerica
PBM                                                   Cigna                      Cigna                       Cigna                        Cigna                        Cigna                      Cigna
PPO:                                                Cigna PPO                 Cigna PPO                   Cigna PPO                    Cigna PPO                    Cigna PPO                   Cigna PPO
SPECIFIC STOP LOSS DEDUCTIBLE:                      $125,000                   $125,000                    $125,000                     $150,000                     $150,000                    $150,000
SPECIFIC STOP LOSS LIFETIME MAXIMUM                 $2,000,000                $2,000,000                   Unlimited                    Unlimited                   $2,000,000                   Unlimited
SPECIFIC CONTRACT :                                Paid (M, Rx)               Paid (M, Rx)               Paid (M, Rx)                 Paid (M, Rx)                 12/15 (M, Rx)               12/15 (M, Rx)
AGGREGATE CONTRACT CORRIDOR:                          120%                       120%                        120%                         120%                         120%                       120%
AGGREGATE CONTRACT MAXIMUM:                        $1,000,000                 $1,000,000                  $1,000,000                   $1,000,000                   $1,000,000                 $1,000,000
AGGREGATE CONTRACT:                                Paid (M, Rx)               Paid (M, Rx)               Paid (M, Rx)                 Paid (M, Rx)                 Paid (M, Rx)                Paid (M, Rx)


SPECIFIC PREMIUM:          Employee                            $52.33                     $57.13                       $62.33                       $51.50                       $58.35                      $67.48
                        Dependents                               $0.00                     $0.00                        $0.00                        $0.00                        $0.00                       $0.00


MONTHLY TOTAL                                                 $36,055                    $39,363                      $42,945                      $35,484                     $40,203                    $46,494
ANNUAL TOTAL                                               $432,664                   $472,351                     $515,344                     $425,802                    $482,438                   $557,925
AGGREGATE PREMIUM (Per Employee):                                $3.76                     $4.79                        $4.72                        $5.31                        $5.15                       $4.80
MONTHLY TOTAL                                                  $2,591                     $3,300                       $3,252                       $3,659                       $3,548                      $3,307
ANNUAL TOTAL                                                  $31,088                    $39,604                      $39,025                      $43,903                     $42,580                    $39,686
AGGREGATE STOP LOSS FACTOR:
   Employee                                                   $563.95                    $611.60                      $691.67                      $706.99                     $729.64                    $729.71
   Additional for Family                                         $0.00                     $0.00                        $0.00                        $0.00                        $0.00                       $0.00
   Monthly Aggregate Accumulation                          $388,562                   $421,392                     $476,562                     $487,118                    $502,722                   $502,770
   Annual Aggregate Accumulation                         $4,662,739                 $5,056,700                   $5,718,747                   $5,845,411                  $6,032,664                  $6,033,242
   Projected Claims (IPS Advisors, Inc.)                           n/a                       n/a                 $5,212,463                   $5,287,463                  $5,287,463                  $5,287,463
   % Above Projected                                               n/a                       n/a                         9.7%                       10.6%                        14.1%                       14.1%


Medical / Rx / Vision Administration:                          $24.08                     $24.08                       $24.08                       $24.08                       $24.08                      $24.08
Medical Network Access Fee / UR / CM / DM                      $16.43                     $16.43                       $16.43                       $16.43                       $16.43                      $16.43
Stop Loss Interfacing Fee                                          n/a                       n/a                          n/a                          n/a                        $1.50                       $1.50
Dental Administration                                            $2.68                     $2.68                        $2.68                        $2.68                        $2.68                       $2.68
Dental Network Access Fee                                        $0.78                     $0.78                        $0.78                        $0.78                        $0.78                       $0.78
HRA Fee                                                          $8.97                     $5.94                        $5.94                        $5.94                        $5.94                       $5.94
Large Case Management                                         included                   included                     included                     included                    included                   included
Disease Management                                            included                   included                     included                     included                    included                   included
24 Hour Nurse Line                                            included                   included                     included                     included                    included                   included
Printing Booklets / SPDs                                      included                   included                     included                     included                    included                   included
COBRA                                                   not included               not included                  not included                 not included               not included                not included
HIPAA                                                         included                   included                     included                     included                    included                   included
Set Up Fee (Monthly Total)                                         n/a                       n/a                          n/a                          n/a                          n/a                         n/a
MONTHLY TOTAL                                                 $35,871                    $33,859                      $33,859                      $33,859                     $34,892                    $34,892
ANNUAL TOTAL                                               $430,450                   $406,307                     $406,307                     $406,307                    $418,709                   $418,709


FIXED MONTHLY TOTAL                                           $74,517                    $76,522                      $80,056                      $73,001                     $78,644                    $84,693
FIXED ANNUAL TOTAL                                         $894,202                   $918,261                     $960,676                     $876,012                    $943,727                  $1,016,320
Cigna Run-Out Administration Total                                 n/a                       n/a                          n/a                          n/a                          n/a                         n/a
MAXIMUM MONTHLY FUNDING                                   $463,078                  $497,913                    $556,619                     $560,119                      $581,366                   $587,464
MAXIMUM ANNUAL FUNDING                                  $5,556,940                $5,974,961                  $6,679,424                   $6,721,423                    $6,976,390                 $7,049,562
PERCENTAGE ∆ FROM PREVIOUS                                     -3.9%                       7.5%                        11.8%                        12.5%                        16.8%                     18.0%
DOLLAR CHANGE FROM PREVIOUS                              -$225,340                  $418,021                      $704,462                     $746,462                  $1,001,429                 $1,074,601
                                                                         Admin Fee Cap              Firm Quote                   Firm Quote                   Run-In Not Insured          Run-In Not Insured
MEDICAL CALCULATIONS BASED ON:              689                          3.5% Year 2 & 3            Assumes Enhance              Assumes Enhance              Updated Claims Req.         Updated Claims Req.
DENTAL CALCULATIONS BASED ON:               579                          *$611.60 = Minimum         Is Discontinued              Is Discontinued              Potential Lasers
HRA CALCULATIONS BASED ON:                  664                          Attachement Point                                                                    B++ Insurance Rating
                                      MEMORANDUM


TO:           Claude E. King, City Manager

VIA:          Eric Ferris, Director of Community Development

FROM:         T. S. Kumar, P.E., City Engineer

DATE:         September 10, 2010

SUBJECT:      Approval of Change Order No. 1 to the Water Line Replacements 2008 & 2009
              Phase 2 Project to Construct Water Line Improvements in the Amount of
              $181,450; and Authorization for the City Manager to Execute the Change
              Order.

BACKGROUND

On February 15, 2010, the City Council awarded a contract to RKM Utility Services, Inc. for the
Water Line Replacements 2008 & 2009 Phase 2 Project in the amount of $1,044,327.30, which
includes a 3% contingency in the amount of $30,417.30. The project has been substantially
completed with all water services switched to the new water main. The remaining items of work
to be done include some minor clean-up work, sodding of parkways and other punch-list items.

ANALYSIS

RKM Utility Services, Inc. has constructed the Water Line Replacements 2008 & 2009 Phase 2
project in a timely and cost effective manner. Grove Drive and Grove Court are identified as the
next priority in the City’s water line replacement program and can be added to the current
contract as a cost effective change order. Staff has negotiated Change Order No. 1 with RKM
Utility Services, Inc. to perform water line replacements along Grove Drive and Grove Court, for
a total amount of $181,450.

The Water Line Replacements 2008 & 2009 Phase 2 project previously experienced only one
field change. No additional changes are anticipated at this time. Therefore, the total change
order value, including proposed Change Order No. 1, is in the amount of $181,450.00 (17
percent of the original contact value of $1,044,327.30), less than the allowable maximum of
$261,081.82 (25 percent of original contract amount of $1,044,327.30).

The contractor is seeking an additional 45 calendar days to be added to the original 270 calendar
days for a revised project timeline of 315 calendar days.

Funding for Change Order No. 1 improvements is available in Water Line Replacements 2008
Capital Projects Account No. 414-0000-701.51-01 (Project No. U90802).
Change Order No. 1
September 10, 2010
Page 2


A location map for the area of additional work is attached.

RECOMMENDATION

It is City staff’s recommendation that the City Council approve change order No. 1 as set forth in
the caption above.
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                                      R                           LOCATION
OLD ORCHARD




              GROVE COURT




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                                                                                                         LOCATION MAP
                                                                                                              FOR
                                                                                              WATER LINE REPLACEMENTS 2008 & 2009
                                                                                                            PHASE 2
                                                                                                       CHANGE ORDER #1
                                       MEMORANDUM


TO:            Claude King, City Manager

VIA:           Eric Ferris, Director of Community Development

FROM:          T. S. Kumar, P.E., City Engineer

DATE:          September 6, 2010

SUBJECT:       Approval of a Professional Services Agreement With RJN Group, Inc., in the
               Amount of $99,860 for Services Related to the Westwood Estates II Project;
               Approval of a Total Project Design Budget of $102,860, Which Includes
               $3,000 for Contingencies; and Authorization for the City Manager to
               Execute the Agreement.

BACKGROUND

The Westwood Estates II Sewer project is for sewer improvements outside the public right-of-
way in the Westwood II subdivision. This specialized project consists of providing for the
design of trenchless sewer line installation in utility easements between existing homes. There
are ten locations where existing sewer lines run between existing homes that require
replacement. Due to the proximity of the houses to the existing sewer lines, specialized design is
required to effectively replace the sewer lines without damage to the homes. This work is
separate but supplemental to the current G.O. Bond project design being performed within the
streets.

ANALYSIS

The proposed trenchless project will require replacement of existing sewer lines and provide new
sewer services and make connections to the main sewer lines in the streets. The project will be
designed as a stand alone construction contract to be bid separately. Construction and design
coordination with the street improvements project will be incorporated as part of this effort.

The engineer’s estimated construction cost is in the amount of $405,795. Staff has negotiated a
Professional Services Agreement with RJN Group, Inc., in the amount of $99,860, to include
design services, surveying, and subsurface utility investigation. A total project budget of
$102,860 is requested, which includes $3,000 for contingencies.

Funding for professional services is available from the Westwood Estates II (G10736) capital
project accounts. The design timeline of completion is 150 calendar days from the time of notice
to proceed and is exclusive of City staff review time.

RECOMMENDATION

It is City staff’s recommendation that the City Council approve the Professional Services
Agreement as set forth in the caption above.
                                                                                                                                                                                                                                                                                                     MANCO
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                                                                                                                 HILLWOOD                                                                                           WOODMERE                                      MARBLEHEAD
        LOCATION MAP
STELLA      FOR                                                                                                                                                                                                         Project Locations
    WESTWOOD ESTATES PH II
SANITARY SEWER IMPROVEMENTS                                                                              BROWNWOOD                                                                                                                      Estate Ph II
                                                                                                                                                                                                                               WestwoodPEBBLE BEACH SS Improvement
                                       MEMORANDUM


TO:            Claude King, City Manager

VIA:           Eric Ferris, Director of Community Development

FROM:          T. S. Kumar, P.E., City Engineer

DATE:          September 6, 2010

SUBJECT:       Approval of a Resolution to Execute a Grade Crossing Improvement
               Agreement With the Kansas City Southern Railway Company, in the
               Amount of $230,584, Related to the Construction of the Installation of
               Flashers and Gates for the At-Grade Crossing of North Kealy Avenue; and
               Authorization for the City Manager to Execute the Agreement.

BACKGROUND

The Federal Railroad Reliability Program (Safe Crossing) was initiated in 2003 and administered
by TxDOT. A call for projects was issued by NCTCOG and applications received through
October 2003. The City of Lewisville submitted the Kealy Avenue at KCS Railroad Crossing as
a candidate project and was approved for funding. The project was delayed until now due to
funding constraints and the Kansas City Railroad staff not being able to place this on their
priority crossing improvements. The City Council, on April 5, 2010, approved the Local Project
Advance Funding Agreement (LPAFA) between TxDOT and the City of Lewisville related to
cost sharing.

ANALYSIS

The project matching funding set up in 2004 was Federal – 80% (not to exceed) and Local/City –
20%. The original cost estimate was $190,000 with $152,000 Federal (80%) funds and $38,000
City (20%) funds. This was based on the 2003 cost estimates at the time of application.
However, the Kansas City Southern Railroad detailed estimates provided in the Grade Crossing
Agreement is in the amount of $230,584. Because the original project Federal match is $152,000
(not to exceed), the City has to absorb remaining costs in the amount of $78,584. The Railroad
Quiet Zone (G10640) Capital project account has available funding. The funding will be sent by
the City to the Kansas City Southern Railroad Company to begin construction (typical). TxDOT
will then reimburse the City $152,000 (Federal match) upon completion of the improvements.

TxDOT has issued a letter of approval to proceed with the construction of the project (see
attachment).

RECOMMENDATION

It is City staff’s recommendation that the City Council approve the resolution as set forth in the
caption above.
                                                                                                           q
                                                                                                          NTS




                                                                             LOCATION SITE




                                                                       SEWAGE TREATMENT RD.
                                       KEALY AVE.




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                                                                                              LOCATION MAP
                RE ENLAND




                            SIMMONS AVE.
                                               KEALY AVE.




                                                                                                  FOR
                                                                                             GRADE CROSSING
                                                                                              IMPROVEMENT
                G




                                                                                             AGREEMENT - KCS
                             KANSAS CITY SOUTHERN RAILWAY COMPANY
                                GRADE CROSSING WARNING DEVICES
                                SIGNAL PROJECT ESTIMATE OF COST
                                         ESTIMATE IS DEFINED AS: TO PRODUCE A STATEMENT OF APPROXIMATE COST                DATE 11/19/09

      Project Description & Location…
  PROPOSED TO INSTALL TWO NEW FLASHER SIGNALS WITH GATES AND INSTALL A NEW
  6’ x 8’ STEEL BUNGALOW WITH CONSTANT WARNING TIME GCP UNIT AT THE CROSSING OF
  KCS RAILWAY TRACKS WITH KEALY AVENUE IN LEWISVILLE, TX



  … INCLUDES A GCP UNIT WITH SEAR II ALARM REPORTING VIA ATCS RADIO COLLECTOR WITH 50’ TOWER

  States Identification…                                  Funding Mechanism…                          Railroads Identification…
  F.A.P. NO.                                             SIGNAL PROJECT                               FILE NO. SD-26-5-088.96
  CONTROL                                                 80% State Funds                             DOT NO. 021-663P
  DOT NO. 021-663P                                        20% City Funds                              MILE POST D-088.96
  N. KEALY AVENUE                                                                                     ASSET #982616
                                                         Local Project Advance
  LEWISVILLE, TX                                                                                      TRANSCONTINENTAL DIVISION
  DENTON COUNTY                                          Funding Agreement LPAFA                      ALLIANCE SUBDIVISION
 MATERIAL Description & Pricing Info…                                                                     QTY Unit    Unit Price          TOTAL
6’ x 8’ STEEL BUNGALOW, with GCP UNIT and SEARII Reporting Unit, with Modules &
    Program required to control warning devices as shown, Chargers & Battery necs., etc                   1 LOT          54,217          $ 54,217.00
FLASHER & GATE SIGNALS, with 12” LED Lights, All Aluminum Gate Arms, LED Gate
  Lights, Signs, Bells, with any side lights as per State Specifications.                                 1 LOT          21,316          $ 21,316.00
SIGNAL GROUND MATERIAL, Foundations, Underground Wire & Cable, Guard Rails,
   Multi Shunt Boxes at approaches, Track Connectors, Bond Wires, wiring materials, etc.                  1 LOT          21,677          $ 21,677.00
   Containerized Freight Charges, Safetran Systems                                                        1 LOT           4,361           $ 4,361.00
   10% Material Contingency Fee, Safetran Systems                                                         1 LOT           9,721           $ 9,721.00
PROJECT MATERIAL, Cover Rock or Fill Material necessary, 220 Volt AC Service Pole,
  Directional Boring with 4” PVC Pipe as determined by Railroad, etc.                                     1 LOT          34,000          $ 34,000.00
Public Road Authority to perform any culvert or drainage work required, cost not included
COST NOT INCLUDED… to raise or relocate overhead power or phone lines on east side.

SEE KCSR LAYOUT PLAN… DWG NO SD-26-2-088.96A-B1                                                         MATERIAL SUB TOTAL =   $       145,292.00

 LABOR & ADDITIVES, Equipment, Engineering…                                                               QTY Unit    Unit Price          TOTAL
KCS LABOR with Additives, all Signal Dept. Personnel required for Administration,
  and for Field Installation, testing and cut-over as directed by the Signal Engineer.            12d     1 Const        40,777          $ 40,777.00
EQUIPMENT CHARGES, for Signal Dept Pickup Trucks, Backhoes, Boom Trucks, etc.                             1 Const        12,285          $ 12,285.00
KCS PERSONAL EXPENSES, for all Signal Dept Personnel                                                      1 Const         6,230           $ 6,230.00
CONTRACT ENGINEERING, for Layout Design, Quote Plans, Material Lists, Layout Plans
  & Estimate, Shop Wiring & Field Construction Plans as directed by the RR (JaKay)                        1 Const        17,500          $ 17,500.00
CONTRACT ACCOUNTING, Project Cost Tracking System through the life of the project,
  Completion Reports and assist Accounting with Final Billing preperation. (BHS)                          1 Const         5,000           $ 5,000.00
UTILITY COORDINATION, arrangements for new electrical service, relocation of utilities,
  arrange for rock & fill material, project coordination as directed by the RR (JaKay)                    1 Const         3,500           $ 3,500.00
FIELD INSTALLATION CONTRACTOR, to provide equipment & personnel as required by
   the KCSR Field Installation Bid Request package for the signal installation.                               N/A
THIS ESTIMATE IS LIMITED TO 180 DAYS FROM DATE OF ISSUANCE, KCS SHALL AUTHORIZE IT’S USE THEREAFTER
                                                                                                           LABOR SUB TOTAL =       $    85,292.00


                    TO INSTALL FLASHERS & GATES AT                                                                    TOTAL ESTIMATE OF COST

                    KEALY AVENUE IN LEWISVILLE, TX                                                                       $ 230,584.00
      Safetran Systems Corporation
      DBA Invensys Rail
      2400 Nelson Miller Parkway
      Louisville, KY 40223
                                            PRELIMINARY ESTIMATE
                        Final quotation to be issued upon receipt of final plans
Mr. Mike Van Tiem                                                                                 EST. NO. XP-5341
KANSAS CITY SOUTHERN RAILWAY
4601 Blanchard Road                                                                               DATE:       November 4, 2009
Shreveport, Louisiana 71107-5799
                                                                                                  SHEET:      1 OF 1
                                     FOR MATERIAL AND/OR SERVICES REQUESTED

To provide material, shop wiring and testing for Highway Grade Crossing Warning System proposed for
KEALY AVENUE - LEWISVILLE, TX                                     Asset No.       982616
Per supplied KCS Material List and Specs. Price does not include sales tax, if applicable.

           This quotation and any related order is and will be subject to and governed by Safetran Systems Corporation
                       " Terms and Conditions of Sale " found at: http://www.safetran.com/terms.asp


 1.                           WIRED BUNGALOW, includes cost of all                                     $      54,217.26
                              equipment within and shop labor cost.

 2.                           WARNING DEVICES, includes cost of flashers                               $      21,315.54
                              and gates or cantilever signals.

 3.                           MISC. SIGNAL MATERIAL, includes items like                               $      21,677.03
                              UG wire & cable, foundations, UG conduit,
                              shunt boxes, track material, etc. .

 4.                           Contingency Fee (Amount to equal 10% of job value)                       $       9,720.98

1.       Total price of this inquiry is in US funds: $ 106,930.81
2.       F.O.B. point if other than mfg. plant:    Louisville
3.       Estimated freight charge for container shipment:         $     4,361.16          (1) Container
4.       Invensys Rail has not included cost for any item or service not expressly listed in this quote.
5.       Invensys Rail's Container Usage Fee will be billed at actual usage incurred at time of release by the customer.
         Charges to include $8.25 per day for container usage and $380 for clean out.
6.       Invensys Rail will not accept any consequential damages, liquidated damages, penalties, or delays for damages,
         for any of the work associated with this quote.
7.       Preliminary estimate is valid for a period of one (1) year
8.       Anticipated Delivery: 90 days after receipt of purchase order/contract.
9.       Quotation made by -      Invensys Rail, Louisville Division
                                  2400 Nelson Miller Pkwy, Louisville, Kentucky 40223
                                                                                               cc: JayKay Signaling, D. Channell
SIGNED:                                                                                            F. Welsh, B. Scesny
            John J. Paljug, Vice President Signaling and Crossings
            Safetran Systems Corporation - DBA Invensys Rail
                                          Quote For:                         Date: 11/4/2009
                                 Kansas City Southern Railway             Est. No.: XP-5341
                                KEALY AVENUE - LEWISVILLE, TX
                                        Asset#: 982616



ITEM     PART NUMBER                   HOUSE MATERIAL            QTY.    KCS PRICE        TOTAL
 1     T17585              HOUSE, 6' X 8' POWDER COATED           1.00   $12,011.38    $12,011.38
 2     80110-101-0         GCP 3000D2, DUAL FREQUENCY, SI         1.00   $12,410.51    $12,410.51
 3     8000-80211-0001     MODULE, INTELLIGENT PROCESSOR          2.00    $1,206.38     $2,412.76
 4     8000-80276-0001     SEAR II, VHF COMMUNICATOR              1.00    $1,062.50     $1,062.50
 5     8000-80297-0002     SEAR II, GROUND FAULT SENSOR           1.00     $539.07       $539.07
 6     8000-80271-0001     SEAR II, ILOD                          2.00     $378.12       $756.24
 7     8000-80078-0001     ECHELON TERMINATON UNIT 80078          2.00       $58.60      $117.20
 8     8711-80290-000000   SEARII FRA GROUP -KCS APP              1.00    $1,983.61     $1,983.61
 9     T12807              CHARGER, NRS 12/40(GRAY),TEMP.         2.00     $763.83      $1,527.66
 10    210026-T11332       GROUND BAR, TINNED BUS STRIP,          3.00       $37.63      $112.89
 11    093026-T10548       BLOCK, ERICO 4-POST ARRESTER,         36.00       $15.07      $542.52
 12    022585-1X           ARRESTER, HEAVY DUTY CLEARVIEW         8.00       $31.25      $250.00
 13    022700-1X           EQUALIZER WITHOUT BASE                 4.00       $13.28        $53.12
 14    022485-28X          ARRESTER,CLEARVIEW, (CUCA)            28.00       $10.01      $280.28
 15    023612-1X           BLOCK, TERMINAL2-3/8" CENTER,         22.00        $4.44        $97.68
 16    010811-4AX          PROTECTOR, SURGE , SP24-1A, 18         1.00     $158.60       $158.60
 17    025618-N20          FUSE,NON-RENEWABLE                     1.00        $1.22         $1.22
 18    025618-1X           SWITCH,SINGLE DISCONNECT               1.00       $35.14        $35.14
 19    T15514              CABLE, 2 CONDUCTOR 18 AWG             40.00        $0.35        $14.00
 20    023390-5X           BLOCK, TERMINAL 12                     4.00        $9.99        $39.96
 21    099056-T09584       WIRE, #14 FLEX CASE, 19 STRAND       450.00        $0.33      $148.50
 22    099056-T09585       WIRE, #10 TYPE DEL, 600-2000V,       400.00        $0.44      $176.00
 23    099026-T09582       BONDSTRAND, RED INSULATED,6/64       125.00        $1.14      $142.50
 24    022316-43           WIRE, 16 GA 19 STRAND, 2/64"         600.00        $0.30      $180.00
 25    455999-T00017       WIRE, 1C #12 INSULATED, GREEN,        70.00        $0.17        $11.90
 26    400999-T00027       WIRE, #6 SOLID SOFT DRAWN COPP         6.00        $0.67         $4.02
 27    T17411              TERMINAL, #16-14HD, AMP #34821        33.00        $0.40        $13.20
 28    T17671              TERMINAL RING #12-10 #8 YELLOW         4.00        $0.51         $2.04
 29    091769-T10546       TERMINAL, RING AMP #35349, WIR       100.00        $0.71        $71.00
 30    091769-T09671       TERMINAL, RING TOUNGE, PIDG, A       100.00        $0.64        $64.00
 31    T14030              TERMINAL, RING, #6 FOR SPL420          8.00        $2.92        $23.36
 32    024620-19X          LINK ASSY, TEST                       36.00        $2.06        $74.16
 33    023590-2X           BOLT,GROUND
                           BOLT GROUND                            3 00
                                                                  3.00        $3 50
                                                                              $3.50        $10.50
                                                                                           $10 50
 34    098060-T10051       PANDUIT, 4"W X 3"T, LIGHT GRAY        12.00        $5.19        $62.28
 35    018-06-016          COVER, 4" PANDUIT                     12.00        $2.91        $34.92
 36    098152-T00305       PANDUIT E3X3LG6                       42.00        $4.67      $196.14
 37    098152-T00251       COVER,PANDUIT #C3LG6 3"X 6' L         42.00        $1.31        $55.02
 38    098152-T00256       PANDUIT E2X3LG6 TAYLOR #92030         12.00        $2.02        $24.24
 39    098152-T00259       COVER,PANDUIT #C2LG6 2"X 6'           12.00        $0.45         $5.40
 40    007152              CON LN 3/4                             5.00        $0.10         $0.50
 41    230072-T09988       NIPPLE, INSULATED CHASE, T&B #         5.00        $3.05        $15.25
 42    400020              RELAY, TYPE "ST" NEUTRAL               2.00     $552.35      $1,104.70
 43    420000-40X          SOCKET ASSEMBLY FOR "ST" RELAY         4.00       $42.92      $171.68
 44    420000-46X          TEST POST KIT, VOLTAGE FOR "ST         4.00        $9.38        $37.52
 45    400700-X            RELAY,FLASHER W/S-PACK                 1.00     $651.56       $651.56
 46    400200              RELAY, TYPE "ST" NEUTRAL S.R.          1.00     $476.56       $476.56
 47    Z590-00016-0000     SHEILD, FERRITE BEAD, FOR              1.00        $1.24         $1.24
 48    T17669              RELAY, POWER, DPDT 12VDC               1.00       $40.99        $40.99
 49    T17667              RELAY, GENERAL PURPOSE                 2.00       $70.61      $141.22
 50    T17665              SOCKET, KUP RELAY, 4 TERM & PL         2.00       $26.58        $53.16
 51    T17683              INSULATOR, PLASTIC, FOR RELAY          4.00        $1.30         $5.20
 52    T19063              CLIP, RELAY RETAINING,                 2.00        $0.67         $1.34
 53    053222-T04010       RELAY, N. V. P & B KUP-14D15-1         1.00       $11.66        $11.66
 54    053222-T09797       SOCKET, RELAY P&B 27E121 NEWAR         1.00        $7.51         $7.51
 55    053222-T09795       CLIP, HOLD DOWN RELAY, P&B 20C         2.00        $0.48         $0.96
 56    T17668-1            COVER, PULL BOX 16 X 12 LEXAN          1.00       $14.90        $14.90
 57    T17668              BOX, PULL 16 X 12 X 4 W/ COVER         1.00       $36.42        $36.42
 58    029603-23X          RESISTOR, ADJ. 20 OHM PORCELAI         1.00       $27.38        $27.38
 59    029602-6X           RESISTOR,2.0 OHM ADJ.PORCELAIN         1.00       $30.34        $30.34
 60    029602-3X           RESISTOR, ADJ. 1.0 OHM                 4.00       $30.34      $121.36
 61    T17524              MODEM, CELLULAR CDMA/ANALOG            1.00     $722.84       $722.84
 62    8000-80291-0001     SEAR II CCMM ISOLATOR UNIT             1.00     $354.59       $354.59
 63    T17638              CABLE, SERIAL, DB9M TO DB9M            1.00        $5.74         $5.74
 64    T17639              CABLE, SERIAL DB9F TO DB25M            1.00       $19.77        $19.77
 65    021624-3            BONDSTRAND, INSULATION 3/32" D       125.00        $1.35      $168.75
 66    T14025              BATTERY, NI-CAD 250 AH SPL-250        20.00     $278.83      $5,576.60
                                                                                       $45,505.26




                                                 Page 1 of 3
                                        Quote For:                         Date: 11/4/2009
                               Kansas City Southern Railway             Est. No.: XP-5341
                              KEALY AVENUE - LEWISVILLE, TX
                                      Asset#: 982616

ITEM    PART NUMBER                GROUND MATERIAL             QTY.    KCS PRICE        TOTAL
 1     032619-3X         WRENCH, TERMINAL MODEL 619-3           1.00       $17.76        $17.76
 2     210078-T09605     ARRESTOR, LA. 302, DELTA, 250V         1.00       $37.26        $37.26
 3     112136-T09603     ROD, GROUND, BLACKBURN #6258           7.00       $15.53      $108.71
 4     T17883            CONNECTION, GROUND ROD                 7.00        $8.42        $58.94
 5     999026-T08742     CLIP, TRK. CIRCUIT RETAINER, 1         8.00        $3.55        $28.40
 6     090033-T11626     TUBING, SHRINK, 3M#ITCSN110048         1.00       $36.81        $36.81
 7     231071-T09604     PADLOCK, MASTER #2-KAR, 2C82           8.00       $19.86      $158.88
 8     999999-T06734     PLASTER, OF PARIS, 8LB. CARTON         2.00        $9.37        $18.74
 9     116711-T09978     SEALER, SILICONE, DOW #08641           4.00        $8.51        $34.04
 10    090999-T00130     SLEEVE, NICOPRESS 6-6 (2363-J)         4.00        $2.36         $9.44
 11    092033-T10289     TAG, 1" E-Z CODE POCKET PACK,          1.00       $24.37        $24.37
 12    092033-T11625     TAG, 3/4" EZ CODE POCKET PACK,         1.00       $26.44        $26.44
 13    092044-T01098     TAG, WHITE PLASTIC, 2000-1           100.00        $0.22        $22.00
 14    T13024            TAPE, 130C 3M LINERLESS                2.00       $13.88        $27.76
 15    T13871            TAPE, VINYL ELECTRICAL, 3M             2.00        $5.08        $10.16
 16    099705-T09998     CABLE, 4 CONDUCTOR, #6, 4/C BC       200.00        $6.15     $1,230.00
 17    400999-T00027     WIRE, #6 SOLID SOFT DRAWN COPP       100.00        $0.67        $67.00
 18    T17187            CABLE, U.G. 7C#6 SOLID COPPER        500.00        $6.79     $3,395.00
 19    452244-T02245     CABLE, U.G. 7C#9 SOLID COATED        500.00        $3.61     $1,805.00
 20    099026-T09582     BONDSTRAND, RED INSULATED,6/64       200.00        $1.14      $228.00
 21    099056-T00379A    CABLE, U.G. 2C #6 TW. #150-1         500.00        $1.45      $725.00
 22    400999-T00307     CABLE REEL, 30"X22" X 14" X5/8         4.00       $40.73      $162.92
 23    T13884            KIT, MARKING WIRE & TERMINAL           1.00       $27.15        $27.15
 24    T17340            TOWER 50' STANDARD TILT-DOWN           1.00    $3,651.48     $3,651.48
 25    117269-T11634     PVC, PIPE 2" X 20' SCH 80              1.00       $54.90        $54.90
 26    117000-T11854     PVC, COUPLING, 2" SCH 80              10.00        $5.89        $58.90
 27    T13023            PVC, ELBOW, 2" , SCHD. 80              2.00       $11.17        $22.34
 28    T13505            PVC,2" SCH 80, 90 DEG. SWEEP           2.00       $25.60        $51.20
 29    012-00-004        CEMENT, PVC                            1.00        $4.29         $4.29
 30    T12808            PRIMER/CLEANER FOR PVC & CPVC          1.00        $7.46         $7.46
 31    0K04-80276-XSOS   OMNI / SIDE MNT. ANTENNA KIT           1.00     $859.46       $859.46
 32    409915-T09043     PADLOCK, COMBINATION, PROGRAMM         2.00       $22.29        $44.58
 33    035005-2X         U-BOLT ASSY. 5" W/HDWR                 2.00        $6.66        $13.32
 34    115026-T00514     BOND JOINT XS STYLE SBS-2488-3
                         BOND,JOINT                           300.00
                                                              300 00        $4 05
                                                                            $4.05     $1,215.00
                                                                                      $1 215 00
 35    115026-T09984     BOND, BOOTLEG W/POWDERS,               8.00        $4.67        $37.36
 36    T16299            FOUNDATION, AMERICAN CONCRETE          2.00     $290.63       $581.26
 37    330276-T09586     FOUNDATION, CONCRETE SIGNAL, A         1.00     $690.55       $690.55
 38    627750-10X        SHUNT BOX, W/TERM. BLOCKS              2.00     $588.71      $1,177.42
 39    6000-62775-1543   SHUNT, NARROW BAND MULTI-FREQU         2.00     $428.91       $857.82
 40    024628-75         TERMINAL, RING 1/4                     8.00        $0.49         $3.92
 41    032619-22X        WRENCH,TEST NUT(032619-22X)FOR         1.00       $34.38        $34.38
 42    0K04-CDMAM-DBOA   DUAL BAND OMNI- ANTENNA KIT            1.00     $912.11       $912.11
 43    T.B.D.-CELL       CELLULAR SERVICE                       1.00    $3,105.00     $3,105.00
 44    T.B.D.            STENCIL KIT                            2.00       $17.25        $34.50
                                                                                     $21,677.03




                                              Page 2 of 3
                                                     Quote For:                              Date: 11/4/2009
                                            Kansas City Southern Railway                  Est. No.: XP-5341
                                           KEALY AVENUE - LEWISVILLE, TX
                                                   Asset#: 982616

                                                WARNING MATERIAL
ITEM         PART NUMBER                           SIGNAL # 1              QTY.         KCS PRICE          TOTAL
  1       250371-T10802             GATE ARM, 18'-26', NEG ALUMI-L          1.00          $345.28         $345.28
  2       259371-T10128             BRACKET, HIGH WIND, NEG 191036          1.00            $61.48          $61.48
  3       070755-2932BX             COUNTERWEIGHT PACKAGE, 29'-32'          1.00         $1,483.61       $1,483.61
  4       T15576                    KIT, 3 LIGHT LED GATE ARM               1.00          $247.16         $247.16
  5       253165-T10999             BELL, ELECTRONIC SMART                  1.00          $931.50         $931.50
  6       022318-4                  WIRE, 18 GAUGE 3 COND. (CORD F         50.00             $0.47          $23.50
  7       071367-34X                HARDWARE, SIGN 5" "FLS" MTG. *          1.00            $37.00          $37.00
  8       070519-KCS                MAST, "S" 5" X 15'6" STD. HOLE          1.00          $983.60         $983.60
  9       074600-W00009A            GATE, MODEL S-60 ENT. KCS               1.00         $3,410.33       $3,410.33
  10      042003-031KCS             FLX-12, & X-ARM 2-WAY 5" "S"            1.00          $605.48         $605.48
  11      T18707                    LED, MODULE INSERT, 12" WITH            4.00          $185.06         $740.24
  12      T17291                    KEEPER, GATE ARM GENERAL SIG            1.00         $1,366.20       $1,366.20
  13      035200-63X                SIGN, "RAILROAD CROSSING", BAC          1.00          $217.97         $217.97
  14      074039-24X-KC4            KIT, S-60 KCS WIRING HARNESS            1.00          $170.59         $170.59
  15      023274-X65                BAG, HDW TEST LINK KIT GATE             1.00            $31.70          $31.70
  16      091769-T10546             TERMINAL, RING AMP #35349, WIR          3.00             $0.71           $2.13
ITEM        PART NUMBER                               SIGNAL # 2                        KCS PRICE          TOTAL
 1        250371-T10802             GATE ARM, 18'-26', NEG ALUMI-L          1.00           $345.28        $345.28
 2        259371-T10128             BRACKET, HIGH WIND, NEG 191036          1.00             $61.48         $61.48
 3        070755-2932BX             COUNTERWEIGHT PACKAGE, 29'-32'          1.00          $1,483.61      $1,483.61
 4        T15576                    KIT, 3 LIGHT LED GATE ARM               1.00           $247.16        $247.16
 5        253165-T10999             BELL, ELECTRONIC SMART                  1.00           $931.50        $931.50
 6        022318-4                  WIRE, 18 GAUGE 3 COND. (CORD F         50.00              $0.47         $23.50
 7        071367-34X                HARDWARE, SIGN 5" "FLS" MTG. *          1.00             $37.00         $37.00
 8        070519-KCS                MAST, "S" 5" X 15'6" STD. HOLE          1.00           $983.60        $983.60
 9        074600-W00009A            GATE, MODEL S-60 ENT. KCS               1.00          $3,410.33      $3,410.33
 10       042003-031KCS             FLX-12, & X-ARM 2-WAY 5" "S"            1.00           $605.48        $605.48
 11       T18707                    LED, MODULE INSERT, 12" WITH            4.00           $185.06        $740.24
 12       T17291                    KEEPER, GATE ARM GENERAL SIG            1.00          $1,366.20      $1,366.20
 13       035200-63X                SIGN, "RAILROAD CROSSING", BAC          1.00           $217.97        $217.97
 14       074039-24X-KC4            KIT, S-60 KCS WIRING HARNESS            1.00           $170.59        $170.59
 15       023274-X65                BAG, HDW TEST LINK KIT GATE             1.00             $31.70         $31.70
 16       091769-T10546             TERMINAL RING AMP #35349 WIR
                                    TERMINAL,             #35349,           3 00
                                                                            3.00              $0 71
                                                                                              $0.71          $2.13
                                                                                                             $2 13
                                                                                                       $21,315.54



    Notes:                                                                                Material:    $88,497.83
 1) Does not include sales tax if applicable.                                          Shop Labor:      $8,112.00
 2) Delivery 100-120 days ARO.                                                         Engineering:      $600.00
 3) Conduit by others.                                                                   Sub Total:    $97,209.83
                                                                                   Contingency Fee:     $9,720.98
                                                                                        Sub Total:    $106,930.81
                                                                                           Freight:     $4,361.16
                                                                                             Total:   $111,291.97




                                                           Page 3 of 3
                             RESOLUTION NO. ______________


               A RESOLUTION AUTHORIZING THE CITY MANAGER
               OF THE CITY OF LEWISVILLE, TEXAS TO EXECUTE A
               GRADE CROSSING IMPROVEMENT AGREEMENT
               WITH THE KANSAS CITY SOUTHERN RAILWAY
               COMPANY RELATED TO THE CONSTRUCTION OF THE
               INSTALLATION OF FLASHERS AND GATES AT KEALY
               AVENUE; AUTHORIZING THE EXPENDITURE OF
               FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE
               DATE.

       WHEREAS, THE City of Lewisville, desires to modify the existing grade crossing of

Kansas City Southern Railway at Kealy Avenue, by the installation of Flashers and Gates; and,

       WHEREAS, Kansas City Southern Railway, is agreeable to performing the work to

install Flashers and Gates; and,

       WHEREAS, the projected cost of the installation of Flashers and Gates is in the amount

of $230,584.00; and,

       WHEREAS, the City of Lewisville, will deposit $230,584 with Kansas City Southern

Railway to provide the necessary materials and labor to complete the installation of the Flashers

and Gates at Kealy Avenue; and,

       WHEREAS, Capital Improvement Funds for Railroad Quiet Zone can cover all costs of

the Grade Crossing Improvements project, and;

       NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE

CITY OF LEWISVILLE, TEXAS, THAT:

       SECTION 1. The recitations and findings contained in the preamble of this resolution

are incorporated herein by reference.

       SECTION 2. The City Council of the City of Lewisville, Texas hereby approves the

installation of Flashers and Gates on Kealy Avenue, as defined in the Grade Crossing
RESOLUTION NO. ______________                                                             Page 2



Improvements Agreement for the Project in substantially the same form as the agreement

attached hereto and made a part hereof by reference. The City Manager or his designee is hereby

authorized to execute the GRADE CROSSING AGREEMENT on behalf of the City of

Lewisville and to exercise the rights and duties of the City there under including the expenditure

of funds as provided therein.

       SECTION 3. This Resolution shall be effective immediately from and after its passage

and approval.

                DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE

CITY OF LEWISVILLE, TEXAS ON THIS THE 20TH DAY OF SEPTEMBER, 2010.



                                                    APPROVED:



                                                    ____________________________________
                                                     Dean Ueckert, MAYOR


ATTEST:



__________________________________________
Julie Heinze, CITY SECRETARY


APPROVED AS TO FORM:



__________________________________________
Lizbeth Plaster, CITY ATTORNEY
                                     MEMORANDUM

TO:           Claude King, City Manager

FROM:         Nika Reinecke, Director of Economic Development and Planning

DATE:         September 10, 2010

SUBJECT:      Approval of a Resolution Authorizing Agreements Between the City of
              Lewisville and Community Development Block Grant Sub-Recipients;
              Between the City of Lewisville and City Social Service Agency Fund
              Recipients; and, Between the Economic Development and Planning
              Department and the Public Services Department for FY 2010-2011; and
              Authorization for City Officials to Execute the Agreements.

BACKGROUND

The City of Lewisville, a U.S. Department of Housing and Urban Development (HUD)
Entitlement City, has submitted its 2010 Annual Action Plan as required by HUD to receive
Community Development Block Grant (CDBG) funds. Agreements have been prepared for each
of the non-profit entities receiving CDBG funds as well as those receiving City Social Service
Agency Funds. An inter-departmental Letter of Agreement has also been prepared for signature
by the directors of Economic Development and Planning and Public Services for the Edna-
Charles TRAIN Edwards Street Concrete Repair project. HUD recommends such agreements
when funds will be administered by more than one City Department.

The total CDBG allocation is $635,106 for 2010-2011. CDBG regulations allow the City of
Lewisville to use up to 20% of CDBG funds for administration and up to 15% for public services
leaving at least 65% for housing and community development projects. $170,000 was authorized
for the City Fund. Additionally, $134,743 of prior year unspent funds have been re-programmed
for 2010-2011. The funding distribution has already been approved by Council in the form of a
draft budget on June 21, 2010 and the Annual Action Plan on July 19, 2010. The awards and
project allocations approved at those two meetings and in the City Budget are detailed in the
Performance Goals attachment along with a description of service goals, costs and outcome
measures.

ANALYSIS

This year, the Committee has continued funding for all agencies funded the previous year (with
the exception of Camp Summit who did not submit an application) with funding cuts and
increases to several agencies. The First-Time Homebuyer Assistance Program and Street
Improvement projects are continued. Additionally, funding was provided for the City’s Housing
Rehabilitation Program.

HUD requires the agreements for CDBG sub-recipients prior to drawdown of funds by any
budgeted agency or organization. The City also requires agreements with recipients of the City
CDBG Agreements
September 10, 2010
Page 2


Social Service Agency Fund. Each social services contract is based on cost-per-unit
reimbursements for services rendered. Agencies report monthly or quarterly on the number of
clients served and the number and value of contracted services provided. Payment is not
guaranteed if agencies do not achieve minimum goals established. Additionally, agreements set
performance goals including outcome measures that are reported on at the end of the year. This
year’s contracts are for one year.

Staff has reviewed goals and costs with each agency comparing actual past performance to goals
proposed by the agencies in their applications. Any significant differences were addressed
resulting updated contracts as reported in the Performance Goals attachment.

RECOMMENDATION

It is City staff’s recommendation that the City Council approve the resolution; and authorize
appropriate City officials to execute the agreements.
                                                 2010 - 2011 SOCIAL SERVICE AGENCIES PERFORMANCE MEASUREMENTS GOALS
                                                                                                                   COST PER
      Exhibit                                         FUNDING AMOUNT                                                        UNDUPLICATED                 INTERMEDIATE                                     LONG TERM
                             AGENCY                                  GOAL                     SERVICE UNITS        SERVICE
       No.                                             TYPE   FUNDED                                                          CLIENTS                PERFORMANCE MEASURE                             PERFORMANCE MEASURE
                                                                                                                     UNIT
                     COURT APPOINTED                                                                                                       95% of CASA recommendations are accepted by 60% of clients will be placed in permanent
          J         SPECIAL ADVOCATES                   CDBG          $12,000        65        Cases Staffed       $1,429.00     65        judges and juries                           housing within 18 months of initial service
                          (CASA)
          P                                             CDBG          $1,500                                                               95% clients show improvements in one or more       95% of clients will demonstrate
                        COMMUNITIES IN                                                       Services to Case
                                                                                   10,000                            $6.60      100        of the following areas: discipline, atttendance,   improvement in any tracked category each
          A              SCHOOLS (CIS)                City Fund       $29,500                Managed Students
                                                                                                                                           and grade promotion                                year
                                                                                                                                           Reduce trauma by having 90% of clients have no     The conviction rate for child abuse cases
          K                                             CDBG          $13,500
                   CHILDREN'S ADVOCACY                                                                                                     more than one on-site videotaped forensic          filed by Lewisville Police Department and
                                                                                    1,400      Victim Services      $50.56      160
                         CENTER                                                                                                            interview and have 60% of therapy referred         worked through CACDC will be at least
           I                                          City Fund       $9,500
                                                                                                                                           clients complete 3 sessions                        75% for adult offenders
          Q                             CDBG                          $9,500        1,600     Counseling Hours      $41.22                 75% of clients will report an increased sense of   100 % will show improvement in one or
                     DENTON COUNTY
                                                                                                                                250        safety                                             more of their individually stated goals
          B       FRIENDS OF THE FAMILY City Fund                     $10,500        888        Shelter Days        $39.67
                                                                                                                                           90% or more clients will establish a medical       66% of patients will receive at least one
          C                PEDIPLACE                  City Fund       $55,000      16,411       Office Visits       $61.29      4,500      home                                               well-child exam annually
                  CHISHOLM TRAIL - Retired                                                                                                 Increase number of newly enrolled Lewisville       Increase the level of community
                                                                                               Volunteer Hrs
          D       Senior Volunteer Program City Fund                  $7,000       15,000                            $2.77      120        clients by 10%                                     involvement of Lewisville senior adults by
                                                                                                Submitted
                           (RSVP)                                                                                                                                                             5%
                                                                                              Home-delivered                               85% to enjoy meal and socialization                70% to cope better with feeling isolated
                                                                                   16,000                            $7.80
                  SERVICES PROGRAM FOR                                                           Meals                                                                                        and enjoy better physical and mental
          L                                             CDBG          $20,000                                                   200
                    AGING NEEDS (SPAN)                                                                                                                                                        health
                                                                                    1,500    Congregate Meals        $7.80
                                                                                                                                           87% of clients will show improvement on 70% of     80% of clients do not return for counseling
                       YOUTH & FAMILY                                                            Counseling
          E                                           City Fund       $22,500        800                            $40.11      130        the indicators as measured by the Goal             for presenting problem in a two year period
                      COUNSELING - PCP                                                            Sessions
                                                                                                                                           Attainment Survey
                                                                                                                                           87% of clients will show improvement on 70% of     85% of children completing the program
                       YOUTH & FAMILY                                                                                                      the indicators as mesured by the Goal              will not be arrested a second time in a one
          F                                           City Fund       $27,000       1,700 Counseling Session        $39.90      400
                      COUNSELING - FOP                                                                                                     Attainment Survey                                  year period
                                                                                                                                           90% satisfaction rate on client satisfaction       50% of clients achieve health stabilization
                           DAY STAY                                                                                                        survey
          M                                             CDBG          $8,765        2,150        1 Session          $15.05       12
                          FOR ADULTS

                                                                                                                                           At least 10% of clients will show decrease in      At least 5% of clients will demonstrate an
                       HEALTH SERVICE                                                                                                      expense for food and/or personal products          increase in adherence to prescribed
          N                                             CDBG          $3,000         640       Pantry Shops         $38.51       25
                       OF NORTH TEXAS                                                                                                                                                         medical therapies
                                                                                                                                           80% of patients surveyed will rate the clinic       20% of AHC patients will report a
                          CCA ADULT                                                                                                        services as very good                              decrease in emergency room/urgent care
          O                                             CDBG          $27,000       5,000       Patient Visits      $96.83      700
                        HEALTH CENTER                                                                                                                                                         services visits

                                                                                                                                           Pre and post test of knowledge of crime            Child's continued participation in other
                      OPERATION PEACE                                                        Community Service/
          G                                           City Fund       $7,500        1,500                            $5.73      1,000                                                         programs provided and staying crime free
                          OF MIND                                                            Class Room Hours
                                                                                               Rent/Mortgage                               75% of clients seeking financial assistance have   80% of client households are confirmed to
                                                                                                                   up to $500
                                                                                                   Asst.                                   their needs assessed at intake and provided with   have remained in their homes for at least
                           SALVATION                                                                                                       referral information for at least one additional   90 days after assistance was pledged.
          H                                           City Fund       $1,500                                                     5
                             ARMY                                                                                                          supportive program within in The Salvation Army    The assistance can be provided by The
                                                                                              Utility Assistance   up to $200
                                                                                                                                           or external to the organization.                   Salvation Army alone or as a part of a
                                                                                                                                                                                              collaborative effort

S:\City Secretary\Agenda Scans\2010\Sep202010\Backup\CG1-A\Performance Goals 2010-2011.xls
                     RESOLUTION NO.                   _____________


             A RESOLUTION OF THE CITY COUNCIL OF THE CITY
             OF LEWISVILLE, TEXAS, AUTHORIZING THE CITY
             MANAGER    TO    CONTRACT   WITH   BUDGETED
             SUBRECIPIENTS RECEIVING PORTIONS OF THE CITY
             OF LEWISVILLE’S U.S. DEPARTMENT OF HOUSING
             AND URBAN DEVELOPMENT (HUD) COMMUNITY
             DEVELOPMENT        BLOCK    GRANT     (CDBG)
             ENTITLEMENT FUNDING AND CITY OF LEWISVILLE
             SOCIAL SERVICE FUNDING; AND AUTHORIZING THE
             DIRECTOR OF ECONOMIC DEVELOPMENT AND
             PLANNING TO EXECUTE LETTERS OF AGREEMENT
             WITH CITY DEPARTMENTS RECEIVING CDBG
             FUNDING FOR FY 2010-2011.



       WHEREAS, the City of Lewisville is receiving Community Development Block Grant

(CDBG) entitlement funding from the U.S. Department of Housing and Urban Development

(HUD); and

       WHEREAS, the Lewisville City Council has approved the FY 2010-2011 Community

Development Block Grant (CDBG) Budget submitted by the Lewisville Community

Development Block Grant Advisory Committee; and

       WHEREAS, the City of Lewisville is also providing funding to eligible social service

agencies;

       NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE

CITY OF LEWISVILLE, TEXAS, THAT:
RESOLUTION NO.                                                              Page 2
    SECTION 1. The City Manager is authorized to execute grant agreements shown as

Exhibits A - Q on behalf of the City of Lewisville, Texas with Community Development Block

Grant entitlement and City of Lewisville social service funded subrecipients.

       SECTION 2. The Director of Economic Development and Planning is authorized to

execute a Letter of Agreement shown in Exhibit R with City Departments receiving Community

Development Block Grant entitlement funding.

       DULY PASSED AND APPROVED BY THE CITY COUNCIL OF LEWISVILLE,

TEXAS, ON THIS THE 20TH DAY OF SEPTEMBER , 2010.



                                                    APPROVED:



                                                                    _________
                                                    Dean Ueckert, MAYOR

ATTEST:



                   _________________
Julie Heinze, CITY SECRETARY


APPROVED AS TO FORM:



                    _________________
Lizbeth Plaster, CITY ATTORNEY
                                   Exhibit A- Page 1 of 5


Resolution No.


THE STATE OF TEXAS
COUNTY OF DENTON



                       AGREEMENT BETWEEN THE
                     CITY OF LEWISVILLE, TEXAS AND
                 COMMUNITIES IN SCHOOLS OF NORTH TEXAS

       This agreement is hereby entered into by and between the City of Lewisville,
Texas, a Home Rule Municipal Corporation, (hereinafter referred to as City) and
COMMUNITIES IN SCHOOLS OF NORTH TEXAS (hereinafter referred to as
Agency);

       WHEREAS, the City Council has reviewed the scope of services of the Agency
and has determined that the Agency performs an important human service for the
residents of Lewisville without regard to race, religion, color or national origin and
therefore Council recommends funding the Agency; and

       WHEREAS, the City has determined that the Agency merits assistance and has
provided for $29,500 in its budget for funding the Agency;

       NOW, THEREFORE, the parties hereto mutually agree as follows:


                            I.        PROGRAM SUMMARY

   The agency shall in a satisfactory and proper manner perform the following tasks, and
   achieve the goals, for which the monies provided by the City may be used:

   The Communities in Schools of North Texas Dropout Prevention Program will offer
   full-time campus-based direct case management services to 100 students identified as
   “at-risk” by the Texas Education Agency enrolled at Central Elementry School.

                             II.       SCOPE OF SERVICES

 A.     Target Lewisville (Unduplicated) Clients: 100

 B.     Service Unit 1: Provide 10,000 service(s) to case managed students. Each
        service(s) will be reimbursement at a rate of $6.60 per service(s).


                            III.     OUTCOME MEASURES
                                Exhibit A- Page 2 of 5



   A. Intermediate Outcome Measure
           1. 95 percent of clients show improvement in one or more of the following
           areas; discipline, attendance, and grade promotion.

   B. Long-term Outcome Measure
          1. 95 percent of clients will demonstrate improvement in any tracked
              category each year.

  C. H.U.D. Performance Measure – Effective October 1, 2006, the City began using
     objectives (Suitable Living Environment, Decent Housing, or Creating Economic
     Opportunities) and outcomes (Availability, Accessibility, or Sustainability)
     matching H.U.D.’s performance reporting when setting up public services at the
     beginning of each program year.

The following objective and outcome designated for COMMUNITIES IN SCHOOLS OF
NORTH TEXAS will be used by the City in reporting public service activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Availability/Accessibility

                         IV.     OBLIGATIONS OF AGENCY

       In consideration of the receipt of funds from the City, Agency agrees to the
following terms and conditions:


      A.      It will establish, operate, and maintain an account system for this program
              that will allow for a tracking of funds and a review of the financial status
              of the program.

      B.      It will provide service information to the City on a monthly or quarterly
              basis.

      C.      It will indemnify and hold harmless the City from any and all claims and
              suits arising out of the activities of the Agency, its employees, and/or
              contractors.

      D.      It will permit authorized officials of the City to audit its program
              performance and accounts upon request.

      E.      It will not enter into any contracts that would encumber City funds for a
              period that would extend beyond the term of this Agreement.

      F.      It will appoint a representative who will be available to meet with the
              Director of Finance and other City Officials when requested.
                                Exhibit A- Page 3 of 5




                          V. TIME OF PERFORMANCE

       The services funded by the City shall be undertaken by the Agency within the
following time frame:

              OCTOBER 1, 20010 THROUGH SEPTEMBER 30, 2011

                          VI. METHOD OF PAYMENT

      A.     Payment by the City for services provided hereunder will be reimbursed
             within 21 days following timely receipt of proper reporting documents. On
             or after the last day of each quarter reimbursements will be made at a rate
             up to the contracted cost per service unit(s) (See Section II – Scope of
             Services).

      B.     It is expressly understood and agreed that repayment shall be based on a
             cost per service unit delivered for services provided in the previous
             month/quarter.

      C.     It is expressly understood that no compensation will be reimbursed
             without submission of an invoice of detailed expenditures and a
             monthly/quarterly statement of services provided by the Agency to
             Lewisville residents.

      D.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed the
             maximum sum of $29,500 for all the services rendered.

      E.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed
             $29,500.

                                VII. EVALUATION

      The Agency agrees to participate in the programmatic and fiscal requirements
      outlined in the City of Lewisville City Fund Monitoring Guide. The Agency
      agrees to make available its financial records for review by the City at the City’s
      discretion. In addition, the Agency agrees to provide the City the following data
      and/or reports no later than the 15th of the month following the reimbursement
      period:

      A.     Performance Objectives Report

      B.     Client Services Summary Report
                                  Exhibit A- Page 4 of 5



       C.      Request for Reimbursement

       Multiple failures to submit timely reports will be reflected in the Agency file and
       may be considered during the renewal process.

                      VIII. SUSPENSION OR TERMINATION

       The City may suspend or terminate this Agreement and payments to the Agency,
in whole or part, for cause. Cause shall include but not be limited to the following:

       A.      Agency’s improper, misuse, or inept use of funds.

       B.      Agency’s failure to comply with the terms and conditions of this
               agreement.

       C.      Agency’s submission of data and/or reports that are inaccurate or
               incomplete in any material respect.

       D.      If for any reason the carrying out of this agreement is rendered impossible
               or unfeasible.

       In the event the City determines that the provisions of this agreement have been
breached by Agency, the City may suspend payment hereunder; and, in case of
suspension, the City shall advise the Agency, in writing, as to conditions precedent to the
resumption of funding and specify a reasonable date for compliance.

       Either party may terminate this agreement upon giving the other party sixty (60)
days written notice of such termination. In case of termination, the Agency will remit to
the City any unexpended City funds. Acceptance of these funds shall not constitute a
waiver of any claim the City may otherwise have arising out of this Agreement.




IN WITNESS THEREOF, the parties do hereby affix their signatures and enter into this
funding Agreement as of the 1st day of October, 2010.
                          Exhibit A- Page 5 of 5



CITY OF LEWISVILLE, TEXAS              COMMUNITIES IN SCHOOLS OF NORTH
                                       TEXAS



BY:                                    BY:
Claude E. King                         Gary Henderson
CITY MANAGER                           EXECUTIVE DIRECTOR



ATTEST: __________________________
Julie Heinze, CITY SECRETARY



APPROVED AS TO FORM:



_______________________________
Lizbeth Plaster, CITY ATTORNEY
                                   Exhibit B - Page 1 of 5


Resolution No.


THE STATE OF TEXAS
COUNTY OF DENTON



                      AGREEMENT BETWEEN THE
                    CITY OF LEWISVILLE, TEXAS AND
                 DENTON COUNTY FRIENDS OF THE FAMILY

       This agreement is hereby entered into by and between the City of Lewisville,
Texas, a Home Rule Municipal Corporation, (hereinafter referred to as City) and
DENTON COUNTY FRIENDS OF THE FAMILY (hereinafter referred to as Agency);

       WHEREAS, the City Council has reviewed the scope of services of the Agency
and has determined that the Agency performs an important human service for the
residents of Lewisville without regard to race, religion, color or national origin and
therefore Council recommends funding the Agency; and

       WHEREAS, the City has determined that the Agency merits assistance and has
provided for $10,500 in its budget for funding the Agency;

       NOW, THEREFORE, the parties hereto mutually agree as follows:


                            I.        PROGRAM SUMMARY

   The agency shall in a satisfactory and proper manner perform the following tasks, and
   achieve the goals, for which the monies provided by the City may be used:

   The Lewisville Relationship Violence & Sexual Assault Recovery Program offers
   free individual and group counseling to both children and adults. The Outreach
   Advocacy Program provides clients with assistance to service immediate needs such
   as food, clothing, shelter, and legal advocacy.

                             II.       SCOPE OF SERVICES

 A.     Target Lewisville (Unduplicated) Clients: 250

 B.     Service Unit 1: Provide 1,600 counseling hour(s). Each counseling hour(s) will
        be reimbursed at a rate of $41.22 per counseling hour(s).

 C.     Service Unit 2: Provide 888 shelter day(s). Each shelter day(s) will be
        reimbursed at a rate of $39.67
                                   Exhibit B - Page 2 of 5



                            III.      OUTCOME MEASURES

   A. Intermediate Outcome Measure
          1. 75% of clients will report an increased sense of safety.

   B. Long-term Outcome Measure
         1. 100% of clients will show improvement in one or more of their
             individually stated goals.

   C. H.U.D. Performance Measure – Effective October 1, 2006, the City began using
   objectives (Suitable Living Environment, Decent Housing, or Creating Economic
   Opportunities) and outcomes (Availability, Accessibility, or Sustainability) matching
   H.U.D.’s performance reporting when setting up public services at the beginning of
   each program year.

The following objective and outcome designated for DENTON COUNTY FRIENDS OF
THE FAMILY will be used by the City in reporting public service activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Availability/Accessibility

                         IV.       OBLIGATIONS OF AGENCY

       In consideration of the receipt of funds from the City, Agency agrees to the
following terms and conditions:


      A.      It will establish, operate, and maintain an account system for this program
              that will allow for a tracking of funds and a review of the financial status
              of the program.

      B.      It will provide service information to the City on a monthly or quarterly
              basis.

      C.      It will indemnify and hold harmless the City from any and all claims and
              suits arising out of the activities of the Agency, its employees, and/or
              contractors.

      D.      It will permit authorized officials of the City to audit its program
              performance and accounts upon request.

      E.      It will not enter into any contracts that would encumber City funds for a
              period that would extend beyond the term of this Agreement.
                                Exhibit B - Page 3 of 5


      F.     It will appoint a representative who will be available to meet with the
             Director of Finance and other City Officials when requested.


                          V. TIME OF PERFORMANCE

       The services funded by the City shall be undertaken by the Agency within the
following time frame:

               OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

                          VI. METHOD OF PAYMENT

      A.     Payment by the City for services provided hereunder will be reimbursed
             within 21 days following timely receipt of proper reporting documents. On
             or after the last day of each quarter reimbursements will be made at a rate
             up to the contracted cost per service unit(s) (See Section II – Scope of
             Services).

      B.     It is expressly understood and agreed that repayment shall be based on a
             cost per service unit delivered for services provided in the previous
             month/quarter.

      C.     It is expressly understood that no compensation will be reimbursed
             without submission of an invoice of detailed expenditures and a
             monthly/quarterly statement of services provided by the Agency to
             Lewisville residents.

      D.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed the
             maximum sum of $10,500 for all the services rendered.

      E.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed
             $10,500.

                                VII. EVALUATION

      The Agency agrees to participate in the programmatic and fiscal requirements
      outlined in the City of Lewisville City Fund Monitoring Guide. The Agency
      agrees to make available its financial records for review by the City at the City’s
      discretion. In addition, the Agency agrees to provide the City the following data
      and/or reports no later than the 15th of the month following the reimbursement
      period:

      A.     Performance Objectives Report
                                 Exhibit B - Page 4 of 5



       B.      Client Services Summary Report

       C.      Request for Reimbursement

       Multiple failures to submit timely reports will be reflected in the Agency file and
       may be considered during the renewal process.

                      VIII. SUSPENSION OR TERMINATION

       The City may suspend or terminate this Agreement and payments to the Agency,
in whole or part, for cause. Cause shall include but not be limited to the following:

       A.      Agency’s improper, misuse, or inept use of funds.

       B.      Agency’s failure to comply with the terms and conditions of this
               agreement.

       C.      Agency’s submission of data and/or reports that are inaccurate or
               incomplete in any material respect.

       D.      If for any reason the carrying out of this agreement is rendered impossible
               or unfeasible.

       In the event the City determines that the provisions of this agreement have been
breached by Agency, the City may suspend payment hereunder; and, in case of
suspension, the City shall advise the Agency, in writing, as to conditions precedent to the
resumption of funding and specify a reasonable date for compliance.

       Either party may terminate this agreement upon giving the other party sixty (60)
days written notice of such termination. In case of termination, the Agency will remit to
the City any unexpended City funds. Acceptance of these funds shall not constitute a
waiver of any claim the City may otherwise have arising out of this Agreement.




        IN WITNESS THEREOF, the parties do hereby affix their signatures and enter
into this funding Agreement as of the 1st day of October, 2010.
                          Exhibit B - Page 5 of 5



CITY OF LEWISVILLE, TEXAS              DENTON COUNTY FRIENDS OF THE
                                       FAMILY



BY:                                    BY:
Claude E. King                         Toni Johnson-Simpson
CITY MANAGER                           EXECUTIVE DIRECTOR



ATTEST: __________________________
Julie Heinze, CITY SECRETARY



APPROVED AS TO FORM:



_______________________________
Lizbeth Plaster, CITY ATTORNEY
                                   Exhibit C- Page 1 of 5


Resolution No.


THE STATE OF TEXAS
COUNTY OF DENTON



                        AGREEMENT BETWEEN THE
                      CITY OF LEWISVILLE, TEXAS AND
                                PEDIPLACE

       This agreement is hereby entered into by and between the City of Lewisville,
Texas, a Home Rule Municipal Corporation, (hereinafter referred to as City) and
PEDIPLACE (hereinafter referred to as Agency);

       WHEREAS, the City Council has reviewed the scope of services of the Agency
and has determined that the Agency performs an important human service for the
residents of Lewisville without regard to race, religion, color or national origin and
therefore Council recommends funding the Agency; and

       WHEREAS, the City has determined that the Agency merits assistance and has
provided for $55,000 in its budget for funding the Agency;

       NOW, THEREFORE, the parties hereto mutually agree as follows:


                            I.        PROGRAM SUMMARY

   The agency shall in a satisfactory and proper manner perform the following tasks, and
   achieve the goals, for which the monies provided by the City may be used:

   Pediplace provideds healthcare for the indigent/uninsured children in Denton County
   who have no medical home and/or are unable to access healthcare due to limited
   resources and cultural barriers.

                             II.       SCOPE OF SERVICES

 A.     Target Lewisville (Unduplicated) Clients: 4,500

 B.     Service Unit 1: Provide 16,411 office visits(s). Each office visit(s) will be
        reimbursed at a rate of $61.29 per patient visit(s).


                            III.     OUTCOME MEASURES
                                 Exhibit C- Page 2 of 5


   A. Intermediate Outcome Measure
          1. 90 percent or more of clients will establish a medical home.

   B. Long-term Outcome Measure
         1. 66 percent of patients will receive at least one well-child exam annually.

   C. H.U.D. Performance Measure – Effective October 1, 2006, the City began using
   objectives (Suitable Living Environment, Decent Housing, or Creating Economic
   Opportunities) and outcomes (Availability, Accessibility, or Sustainability) matching
   H.U.D.’s performance reporting when setting up public services at the beginning of
   each program year.

The following objective and outcome designated for PEDIPLACE will be used by the
City in reporting public service activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Availability/Accessibility

                         IV.     OBLIGATIONS OF AGENCY

       In consideration of the receipt of funds from the City, Agency agrees to the
following terms and conditions:


      A.      It will establish, operate, and maintain an account system for this program
              that will allow for a tracking of funds and a review of the financial status
              of the program.

      B.      It will provide service information to the City on a monthly or quarterly
              basis.

      C.      It will indemnify and hold harmless the City from any and all claims and
              suits arising out of the activities of the Agency, its employees, and/or
              contractors.

      D.      It will permit authorized officials of the City to audit its program
              performance and accounts upon request.

      E.      It will not enter into any contracts that would encumber City funds for a
              period that would extend beyond the term of this Agreement.

      F.      It will appoint a representative who will be available to meet with the
              Director of Finance and other City Officials when requested.


                          V. TIME OF PERFORMANCE
                                Exhibit C- Page 3 of 5



       The services funded by the City shall be undertaken by the Agency within the
following time frame:

               OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

                          VI. METHOD OF PAYMENT

      A.     Payment by the City for services provided hereunder will be reimbursed
             within 21 days following timely receipt of proper reporting documents. On
             or after the last day of each quarter reimbursements will be made at a rate
             up to the contracted cost per service unit(s) (See Section II – Scope of
             Services).

      B.     It is expressly understood and agreed that repayment shall be based on a
             cost per service unit delivered for services provided in the previous
             month/quarter.

      C.     It is expressly understood that no compensation will be reimbursed
             without submission of an invoice of detailed expenditures and a
             monthly/quarterly statement of services provided by the Agency to
             Lewisville residents.

      D.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed the
             maximum sum of $55,000 for all the services rendered.

      E.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed
             $55,000.

                                VII. EVALUATION

      The Agency agrees to participate in the programmatic and fiscal requirements
      outlined in the City of Lewisville City Fund Monitoring Guide. The Agency
      agrees to make available its financial records for review by the City at the City’s
      discretion. In addition, the Agency agrees to provide the City the following data
      and/or reports no later than the 15th of the month following the reimbursement
      period:

      A.     Performance Objectives Report

      B.     Client Services Summary Report
      C.     Request for Reimbursement
                                  Exhibit C- Page 4 of 5


       Multiple failures to submit timely reports will be reflected in the Agency file and
       may be considered during the renewal process.

                      VIII. SUSPENSION OR TERMINATION

       The City may suspend or terminate this Agreement and payments to the Agency,
in whole or part, for cause. Cause shall include but not be limited to the following:

       A.      Agency’s improper, misuse, or inept use of funds.

       B.      Agency’s failure to comply with the terms and conditions of this
               agreement.

       C.      Agency’s submission of data and/or reports that are inaccurate or
               incomplete in any material respect.

       D.      If for any reason the carrying out of this agreement is rendered impossible
               or unfeasible.

       In the event the City determines that the provisions of this agreement have been
breached by Agency, the City may suspend payment hereunder; and, in case of
suspension, the City shall advise the Agency, in writing, as to conditions precedent to the
resumption of funding and specify a reasonable date for compliance.

       Either party may terminate this agreement upon giving the other party sixty (60)
days written notice of such termination. In case of termination, the Agency will remit to
the City any unexpended City funds. Acceptance of these funds shall not constitute a
waiver of any claim the City may otherwise have arising out of this Agreement.




        IN WITNESS THEREOF, the parties do hereby affix their signatures and enter
into this funding Agreement as of the 1st day of October, 2010.
                           Exhibit C- Page 5 of 5



CITY OF LEWISVILLE, TEXAS               PEDIPLACE




BY:                                     BY:
Claude E. King                          Larry Robins
CITY MANAGER                            EXECUTIVE DIRECTOR



ATTEST: __________________________
Julie Heinze, CITY SECRETARY



APPROVED AS TO FORM:



_______________________________
Lizbeth Plaster, CITY ATTORNEY
                                   Exhibit D - Page 1 of 5


Resolution No.


THE STATE OF TEXAS
COUNTY OF DENTON



                  AGREEMENT BETWEEN THE
               CITY OF LEWISVILLE, TEXAS AND
  CHISHOLM TRAIL RETIRED SENIOR VOLUNTEER PROGRAM (RSVP)

       This agreement is hereby entered into by and between the City of Lewisville,
Texas, a Home Rule Municipal Corporation, (hereinafter referred to as City) and
CHISHOLM TRAIL RETIRED SENIOR VOLUNTEER PROGRAM (RSVP)
(hereinafter referred to as Agency);

       WHEREAS, the City Council has reviewed the scope of services of the Agency
and has determined that the Agency performs an important human service for the
residents of Lewisville without regard to race, religion, color or national origin and
therefore Council recommends funding the Agency; and

       WHEREAS, the City has determined that the Agency merits assistance and has
provided for $7,000 in its budget for funding the Agency;

       NOW, THEREFORE, the parties hereto mutually agree as follows:


                            I.        PROGRAM SUMMARY

   The agency shall in a satisfactory and proper manner perform the following tasks, and
   achieve the goals, for which the monies provided by the City may be used:

   RSVP recruits and places volunteers age 55 and over to meet ongoing and episodic
   requests from community agencies. RSVP serves as a tool for increased longevity
   and engagement in community for older adult volunteers.

                             II.       SCOPE OF SERVICES

 A.     Target Newly Enrolled Lewisville (Unduplicated) Clients: 120

 B.     Service Unit 1: Provide 15,000 volunteer hour(s). Each volunteer hour(s) will
        be reimbursement at a rate of $2.77 per volunteer hour(s).


                            III.      OUTCOME MEASURES
                                Exhibit D - Page 2 of 5



   A. Intermediate Outcome Measure
          1. Increase number of newly enrolled Lewisville clients by 10 percent.

   B. Long-term Outcome Measure
         1. Increase the level of community involvement of Lewisville senior adults
             by 5 percent.

   C. H.U.D. Performance Measure – Effective October 1, 2006, the City began using
   objectives (Suitable Living Environment, Decent Housing, or Creating Economic
   Opportunities) and outcomes (Availability, Accessibility, or Sustainability) matching
   H.U.D.’s performance reporting when setting up public services at the beginning of
   each program year.

The following objective and outcome designated for CHISHOLM TRAIL RETIRED
SENIOR VOLUNTEER PROGRAM (RSVP) will be used by the City in reporting public
service activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Sustainability

                         IV.     OBLIGATIONS OF AGENCY

       In consideration of the receipt of funds from the City, Agency agrees to the
following terms and conditions:


      A.      It will establish, operate, and maintain an account system for this program
              that will allow for a tracking of funds and a review of the financial status
              of the program.

      B.      It will provide service information to the City on a monthly or quarterly
              basis.

      C.      It will indemnify and hold harmless the City from any and all claims and
              suits arising out of the activities of the Agency, its employees, and/or
              contractors.

      D.      It will permit authorized officials of the City to audit its program
              performance and accounts upon request.

      E.      It will not enter into any contracts that would encumber City funds for a
              period that would extend beyond the term of this Agreement.

      F.      It will appoint a representative who will be available to meet with the
              Director of Finance and other City Officials when requested.
                                Exhibit D - Page 3 of 5




                          V. TIME OF PERFORMANCE

       The services funded by the City shall be undertaken by the Agency within the
following time frame:

               OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

                          VI. METHOD OF PAYMENT

      A.     Payment by the City for services provided hereunder will be reimbursed
             within 21 days following timely receipt of proper reporting documents. On
             or after the last day of each quarter reimbursements will be made at a rate
             up to the contracted cost per service unit(s) (See Section II – Scope of
             Services).

      B.     It is expressly understood and agreed that repayment shall be based on a
             cost per service unit delivered for services provided in the previous
             month/quarter.

      C.     It is expressly understood that no compensation will be reimbursed
             without submission of an invoice of detailed expenditures and a
             monthly/quarterly statement of services provided by the Agency to
             Lewisville residents.

      D.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed the
             maximum sum of $7,000 for all the services rendered.

      E.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed
             $7,000.

                                VII. EVALUATION

      The Agency agrees to participate in the programmatic and fiscal requirements
      outlined in the City of Lewisville City Fund Monitoring Guide. The Agency
      agrees to make available its financial records for review by the City at the City’s
      discretion. In addition, the Agency agrees to provide the City the following data
      and/or reports no later than the 15th of the month following the reimbursement
      period:

      A.     Performance Objectives Report

      B.     Client Services Summary Report
                                 Exhibit D - Page 4 of 5



       C.      Request for Reimbursement

       Multiple failures to submit timely reports will be reflected in the Agency file and
       may be considered during the renewal process.

                      VIII. SUSPENSION OR TERMINATION

       The City may suspend or terminate this Agreement and payments to the Agency,
in whole or part, for cause. Cause shall include but not be limited to the following:

       A.      Agency’s improper, misuse, or inept use of funds.

       B.      Agency’s failure to comply with the terms and conditions of this
               agreement.

       C.      Agency’s submission of data and/or reports that are inaccurate or
               incomplete in any material respect.

       D.      If for any reason the carrying out of this agreement is rendered impossible
               or unfeasible.

       In the event the City determines that the provisions of this agreement have been
breached by Agency, the City may suspend payment hereunder; and, in case of
suspension, the City shall advise the Agency, in writing, as to conditions precedent to the
resumption of funding and specify a reasonable date for compliance.

       Either party may terminate this agreement upon giving the other party sixty (60)
days written notice of such termination. In case of termination, the Agency will remit to
the City any unexpended City funds. Acceptance of these funds shall not constitute a
waiver of any claim the City may otherwise have arising out of this Agreement.




        IN WITNESS THEREOF, the parties do hereby affix their signatures and enter
into this funding Agreement as of the 1st day of October, 2010.
                          Exhibit D - Page 5 of 5


CITY OF LEWISVILLE, TEXAS              CHISHOLM TRAIL RETIRED SENIOR
                                       VOLUNTEER PROGRAM (RSVP)



BY:                                    BY:
Claude E. King                         Diana Corona
CITY MANAGER                           EXECUTIVE DIRECTOR



ATTEST: __________________________
Julie Heinze, CITY SECRETARY



APPROVED AS TO FORM:



_______________________________
Lizbeth Plaster, CITY ATTORNEY
                                   Exhibit E - Page 1 of 5


Resolution No.


THE STATE OF TEXAS
COUNTY OF DENTON



                        AGREEMENT BETWEEN THE
                      CITY OF LEWISVILLE, TEXAS AND
                       YOUTH & FAMILY COUNSELING

       This agreement is hereby entered into by and between the City of Lewisville,
Texas, a Home Rule Municipal Corporation, (hereinafter referred to as City) and
YOUTH & FAMILY COUNSELING hereinafter referred to as Agency);

       WHEREAS, the City Council has reviewed the scope of services of the Agency
and has determined that the Agency performs an important human service for the
residents of Lewisville without regard to race, religion, color or national origin and
therefore Council recommends funding the Agency; and

       WHEREAS, the City has determined that the Agency merits assistance and has
provided for $22,500 in its budget for funding the Agency;

       NOW, THEREFORE, the parties hereto mutually agree as follows:


                            I.        PROGRAM SUMMARY

   The agency shall in a satisfactory and proper manner perform the following tasks, and
   achieve the goals, for which the monies provided by the City may be used:

   The Community Psychological Health Care Program provides counseling and
   psychological therapy performed by professional therapists on a sliding scale fee
   structure to the citizens of Southern Denton County, a majority of whom do not have
   access to quality mental healthcare.

                             II.       SCOPE OF SERVICES

 A.     Target Lewisville (Unduplicated) Clients: 130

 B.     Service Unit 1: Provide 800 counseling session(s). Each counseling sessions(s)
        will be reimbursed at a rate of $40.11 per counseling session(s).
                                    Exhibit E - Page 2 of 5


                             III.      OUTCOME MEASURES

   A. Intermediate Outcome Measure
          1. 87 percent of clients will show improvement on 70% of the indicators as
             measured by the Goal Attainment Survey.

   B. Long-term Outcome Measure
         1. 80 percent of clients do not return for counseling for presenting problem
             in a two year period.

   C. H.U.D. Performance Measure – Effective October 1, 2006, the City began using
   objectives (Suitable Living Environment, Decent Housing, or Creating Economic
   Opportunities) and outcomes (Availability, Accessibility, or Sustainability) matching
   H.U.D.’s performance reporting when setting up public services at the beginning of
   each program year.

The following objective and outcome designated for YOUTH & FAMILY
COUNSELING will be used by the City in reporting public service activity:

            1. Objective – Suitable Living Environment
            2. Outcome – Availability/Accessibility

                          IV.       OBLIGATIONS OF AGENCY

       In consideration of the receipt of funds from the City, Agency agrees to the
following terms and conditions:


       A.      It will establish, operate, and maintain an account system for this program
               that will allow for a tracking of funds and a review of the financial status
               of the program.

       B.      It will provide service information to the City on a monthly or quarterly
               basis.

       C.      It will indemnify and hold harmless the City from any and all claims and
               suits arising out of the activities of the Agency, its employees, and/or
               contractors.

       D.      It will permit authorized officials of the City to audit its program
               performance and accounts upon request.

       E.      It will not enter into any contracts that would encumber City funds for a
               period that would extend beyond the term of this Agreement.
                                Exhibit E - Page 3 of 5


      F.     It will appoint a representative who will be available to meet with the
             Director of Finance and other City Officials when requested.


                          V. TIME OF PERFORMANCE

       The services funded by the City shall be undertaken by the Agency within the
following time frame:

               OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

                          VI. METHOD OF PAYMENT

      A.     Payment by the City for services provided hereunder will be reimbursed
             within 21 days following timely receipt of proper reporting documents. On
             or after the last day of each quarter reimbursements will be made at a rate
             up to the contracted cost per service unit(s) (See Section II – Scope of
             Services).

      B.     It is expressly understood and agreed that repayment shall be based on a
             cost per service unit delivered for services provided in the previous
             month/quarter.

      C.     It is expressly understood that no compensation will be reimbursed
             without submission of an invoice of detailed expenditures and a
             monthly/quarterly statement of services provided by the Agency to
             Lewisville residents.

      D.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed the
             maximum sum of $22,500 for all the services rendered.

      E.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed
             $22,500.

                                VII. EVALUATION

      The Agency agrees to participate in the programmatic and fiscal requirements
      outlined in the City of Lewisville City Fund Monitoring Guide. The Agency
      agrees to make available its financial records for review by the City at the City’s
      discretion. In addition, the Agency agrees to provide the City the following data
      and/or reports no later than the 15th of the month following the reimbursement
      period:
      A.      Performance Objectives Report
                                 Exhibit E - Page 4 of 5


       B.      Client Services Summary Report

       C.      Request for Reimbursement

       Multiple failures to submit timely reports will be reflected in the Agency file and
       may be considered during the renewal process.

                      VIII. SUSPENSION OR TERMINATION

       The City may suspend or terminate this Agreement and payments to the Agency,
in whole or part, for cause. Cause shall include but not be limited to the following:

       A.      Agency’s improper, misuse, or inept use of funds.

       B.      Agency’s failure to comply with the terms and conditions of this
               agreement.

       C.      Agency’s submission of data and/or reports that are inaccurate or
               incomplete in any material respect.

       D.      If for any reason the carrying out of this agreement is rendered impossible
               or unfeasible.

       In the event the City determines that the provisions of this agreement have been
breached by Agency, the City may suspend payment hereunder; and, in case of
suspension, the City shall advise the Agency, in writing, as to conditions precedent to the
resumption of funding and specify a reasonable date for compliance.

       Either party may terminate this agreement upon giving the other party sixty (60)
days written notice of such termination. In case of termination, the Agency will remit to
the City any unexpended City funds. Acceptance of these funds shall not constitute a
waiver of any claim the City may otherwise have arising out of this Agreement.




        IN WITNESS THEREOF, the parties do hereby affix their signatures and enter
into this funding Agreement as of the 1st day of October, 2010.
                          Exhibit E - Page 5 of 5



CITY OF LEWISVILLE, TEXAS              YOUTH & FAMILY COUNSELING




BY:                                    BY:
Claude E. King                         Dana Slater
CITY MANAGER                           EXECUTIVE DIRECTOR



ATTEST: __________________________
Julie Heinze, CITY SECRETARY



APPROVED AS TO FORM:



_______________________________
Lizbeth Plaster, CITY ATTORNEY
                                   Exhibit F - Page 1 of 5


Resolution No.


THE STATE OF TEXAS
COUNTY OF DENTON



                        AGREEMENT BETWEEN THE
                      CITY OF LEWISVILLE, TEXAS AND
                       YOUTH & FAMILY COUNSELING

       This agreement is hereby entered into by and between the City of Lewisville,
Texas, a Home Rule Municipal Corporation, (hereinafter referred to as City) and
YOUTH & FAMILY COUNSELING (hereinafter referred to as Agency);

       WHEREAS, the City Council has reviewed the scope of services of the Agency
and has determined that the Agency performs an important human service for the
residents of Lewisville without regard to race, religion, color or national origin and
therefore Council recommends funding the Agency; and

       WHEREAS, the City has determined that the Agency merits assistance and has
provided for $27,000 in its budget for funding the Agency;

       NOW, THEREFORE, the parties hereto mutually agree as follows:


                            I.        PROGRAM SUMMARY

   The agency shall in a satisfactory and proper manner perform the following tasks, and
   achieve the goals, for which the monies provided by the City may be used:

   The First Offender Program provides counseling to youth and their families after
   referral from the Lewisville Police Department.

                             II.       SCOPE OF SERVICES

 A.     Target Lewisville (Unduplicated) Clients: 400

 B.     Service Unit 1: Provide 1,700 counseling session(s). Each counseling session(s)
        will be reimbursed at a rate of $39.90 per counseling session(s).



                            III.      OUTCOME MEASURES
                                 Exhibit F - Page 2 of 5


   A. Intermediate Outcome Measure
          1. 87 percent of clients will show improvement on 70% of the indicators as
             measured by the Goal Attainment Survey.

   B. Long-term Outcome Measure
         1. 85 percent of children completing the program will not be arrested a
             second time in a one year period.

   C. H.U.D. Performance Measure – Effective October 1, 2006, the City began using
   objectives (Suitable Living Environment, Decent Housing, or Creating Economic
   Opportunities) and outcomes (Availability, Accessibility, or Sustainability) matching
   H.U.D.’s performance reporting when setting up public services at the beginning of
   each program year.

The following objective and outcome designated for YOUTH & FAMILY
COUNSELING will be used by the City in reporting public service activity:

            1. Objective – Suitable Living Environment
            2. Outcome – Affordability

                          IV.     OBLIGATIONS OF AGENCY

       In consideration of the receipt of funds from the City, Agency agrees to the
following terms and conditions:


       A.      It will establish, operate, and maintain an account system for this program
               that will allow for a tracking of funds and a review of the financial status
               of the program.

       B.      It will provide service information to the City on a monthly or quarterly
               basis.

       C.      It will indemnify and hold harmless the City from any and all claims and
               suits arising out of the activities of the Agency, its employees, and/or
               contractors.

       D.      It will permit authorized officials of the City to audit its program
               performance and accounts upon request.

       E.      It will not enter into any contracts that would encumber City funds for a
               period that would extend beyond the term of this Agreement.

       F.      It will appoint a representative who will be available to meet with the
               Director of Finance and other City Officials when requested.
                                Exhibit F - Page 3 of 5



                          V. TIME OF PERFORMANCE

       The services funded by the City shall be undertaken by the Agency within the
following time frame:

               OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

                          VI. METHOD OF PAYMENT

      A.     Payment by the City for services provided hereunder will be reimbursed
             within 21 days following timely receipt of proper reporting documents. On
             or after the last day of each quarter reimbursements will be made at a rate
             up to the contracted cost per service unit(s) (See Section II – Scope of
             Services).

      B.     It is expressly understood and agreed that repayment shall be based on a
             cost per service unit delivered for services provided in the previous
             month/quarter.

      C.     It is expressly understood that no compensation will be reimbursed
             without submission of an invoice of detailed expenditures and a
             monthly/quarterly statement of services provided by the Agency to
             Lewisville residents.

      D.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed the
             maximum sum of $27,000 for all the services rendered.

      E.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed
             $27,000.

                                VII. EVALUATION

      The Agency agrees to participate in the programmatic and fiscal requirements
      outlined in the City of Lewisville City Fund Monitoring Guide. The Agency
      agrees to make available its financial records for review by the City at the City’s
      discretion. In addition, the Agency agrees to provide the City the following data
      and/or reports no later than the 15th of the month following the reimbursement
      period:

      A.     Performance Objectives Report

      B.     Client Services Summary Report
                                 Exhibit F - Page 4 of 5


       C.      Request for Reimbursement

       Multiple failures to submit timely reports will be reflected in the Agency file and
       may be considered during the renewal process.

                      VIII. SUSPENSION OR TERMINATION

       The City may suspend or terminate this Agreement and payments to the Agency,
in whole or part, for cause. Cause shall include but not be limited to the following:

       A.      Agency’s improper, misuse, or inept use of funds.

       B.      Agency’s failure to comply with the terms and conditions of this
               agreement.

       C.      Agency’s submission of data and/or reports that are inaccurate or
               incomplete in any material respect.

       D.      If for any reason the carrying out of this agreement is rendered impossible
               or unfeasible.

       In the event the City determines that the provisions of this agreement have been
breached by Agency, the City may suspend payment hereunder; and, in case of
suspension, the City shall advise the Agency, in writing, as to conditions precedent to the
resumption of funding and specify a reasonable date for compliance.

       Either party may terminate this agreement upon giving the other party sixty (60)
days written notice of such termination. In case of termination, the Agency will remit to
the City any unexpended City funds. Acceptance of these funds shall not constitute a
waiver of any claim the City may otherwise have arising out of this Agreement.




        IN WITNESS THEREOF, the parties do hereby affix their signatures and enter
into this funding Agreement as of the 1st day of October, 2010.
                          Exhibit F - Page 5 of 5


CITY OF LEWISVILLE, TEXAS              YOUTH & FAMILY COUNSELING




BY:                                    BY:
Claude E. King                         Dana Slater
CITY MANAGER                           EXECUTIVE DIRECTOR



ATTEST: __________________________
Julie Heinze, CITY SECRETARY



APPROVED AS TO FORM:



_______________________________
Lizbeth Plaster, CITY ATTORNEY
                                   Exhibit G- Page 1 of 5


Resolution No.


THE STATE OF TEXAS
COUNTY OF DENTON



                        AGREEMENT BETWEEN THE
                      CITY OF LEWISVILLE, TEXAS AND
                        OPERATION PEACE OF MIND

       This agreement is hereby entered into by and between the City of Lewisville,
Texas, a Home Rule Municipal Corporation, (hereinafter referred to as City) and
OPERATION PEACE OF MIND (hereinafter referred to as Agency);

       WHEREAS, the City Council has reviewed the scope of services of the Agency
and has determined that the Agency performs an important human service for the
residents of Lewisville without regard to race, religion, color or national origin and
therefore Council recommends funding the Agency; and

       WHEREAS, the City has determined that the Agency merits assistance and has
provided for $7,500 in its budget for funding the Agency;

       NOW, THEREFORE, the parties hereto mutually agree as follows:


                            I.        PROGRAM SUMMARY

   The agency shall in a satisfactory and proper manner perform the following tasks, and
   achieve the goals, for which the monies provided by the City may be used:

   The Community Works Program provides children, teens, girls, and seniors
   information on how to protect themselves from crime and provides them with
   opportunities to develop safer more vital communities.

                             II.       SCOPE OF SERVICES

 A.     Target Lewisville (Unduplicated) Clients: 1,000

 B.     Service Unit 1: Provide 1,500 community service or class room hour(s). Each
        community service or class room hour(s) will be reimbursement at a rate of
        $5.73 per hour.


                            III.     OUTCOME MEASURES
                                Exhibit G- Page 2 of 5



   A. Intermediate Outcome Measure
          1. Pre and post test knowledge of crime.

   B. Long-term Outcome Measure
         1. Child’s continued participation in other programs provided and staying
             crime free.

   C. H.U.D. Performance Measure – Effective October 1, 2006, the City began using
   objectives (Suitable Living Environment, Decent Housing, or Creating Economic
   Opportunities) and outcomes (Availability, Accessibility, or Sustainability) matching
   H.U.D.’s performance reporting when setting up public services at the beginning of
   each program year.

The following objective and outcome designated for OPERATION PEACE OF MIND
will be used by the City in reporting public service activity:

           1. Objective – Suitable Living Environment
           2. Outcome –Availability/Accessibility

                         IV.     OBLIGATIONS OF AGENCY

       In consideration of the receipt of funds from the City, Agency agrees to the
following terms and conditions:


      A.      It will establish, operate, and maintain an account system for this program
              that will allow for a tracking of funds and a review of the financial status
              of the program.

      B.      It will provide service information to the City on a monthly or quarterly
              basis.

      C.      It will indemnify and hold harmless the City from any and all claims and
              suits arising out of the activities of the Agency, its employees, and/or
              contractors.

      D.      It will permit authorized officials of the City to audit its program
              performance and accounts upon request.

      E.      It will not enter into any contracts that would encumber City funds for a
              period that would extend beyond the term of this Agreement.

      F.      It will appoint a representative who will be available to meet with the
              Director of Finance and other City Officials when requested.
                                Exhibit G- Page 3 of 5



                          V. TIME OF PERFORMANCE

       The services funded by the City shall be undertaken by the Agency within the
following time frame:

               OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

                          VI. METHOD OF PAYMENT

      A.     Payment by the City for services provided hereunder will be reimbursed
             within 21 days following timely receipt of proper reporting documents. On
             or after the last day of each quarter reimbursements will be made at a rate
             up to the contracted cost per service unit(s) (See Section II – Scope of
             Services).

      B.     It is expressly understood and agreed that repayment shall be based on a
             cost per service unit delivered for services provided in the previous
             month/quarter.

      C.     It is expressly understood that no compensation will be reimbursed
             without submission of an invoice of detailed expenditures and a
             monthly/quarterly statement of services provided by the Agency to
             Lewisville residents.

      D.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed the
             maximum sum of $7,500 for all the services rendered.

      E.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed
             $7,500.

                                VII. EVALUATION

      The Agency agrees to participate in the programmatic and fiscal requirements
      outlined in the City of Lewisville City Fund Monitoring Guide. The Agency
      agrees to make available its financial records for review by the City at the City’s
      discretion. In addition, the Agency agrees to provide the City the following data
      and/or reports no later than the 15th of the month following the reimbursement
      period:

      A.     Performance Objectives Report

      B.     Client Services Summary Report
                                  Exhibit G- Page 4 of 5


       C.      Request for Reimbursement

       Multiple failures to submit timely reports will be reflected in the Agency file and
       may be considered during the renewal process.

                      VIII. SUSPENSION OR TERMINATION

       The City may suspend or terminate this Agreement and payments to the Agency,
in whole or part, for cause. Cause shall include but not be limited to the following:

       A.      Agency’s improper, misuse, or inept use of funds.

       B.      Agency’s failure to comply with the terms and conditions of this
               agreement.

       C.      Agency’s submission of data and/or reports that are inaccurate or
               incomplete in any material respect.

       D.      If for any reason the carrying out of this agreement is rendered impossible
               or unfeasible.

       In the event the City determines that the provisions of this agreement have been
breached by Agency, the City may suspend payment hereunder; and, in case of
suspension, the City shall advise the Agency, in writing, as to conditions precedent to the
resumption of funding and specify a reasonable date for compliance.

       Either party may terminate this agreement upon giving the other party sixty (60)
days written notice of such termination. In case of termination, the Agency will remit to
the City any unexpended City funds. Acceptance of these funds shall not constitute a
waiver of any claim the City may otherwise have arising out of this Agreement.




IN WITNESS THEREOF, the parties do hereby affix their signatures and enter into this
funding Agreement as of the 1st day of October, 2010.
                          Exhibit G- Page 5 of 5


CITY OF LEWISVILLE, TEXAS              OPERATION PEACE OF MIND




BY:                                    BY:
Claude E. King                         Sunny Ugochukwu
CITY MANAGER                           Chief Executive Officer



ATTEST: __________________________
Julie Heinze, CITY SECRETARY



APPROVED AS TO FORM:



_______________________________
Lizbeth Plaster, CITY ATTORNEY
                                   Exhibit H - Page 1 of 5


Resolution No.


THE STATE OF TEXAS
COUNTY OF DENTON



                 AGREEMENT BETWEEN THE
              CITY OF LEWISVILLE, TEXAS AND
 SALVATION ARMY LEWISVILLE MEADOWS SOCIAL SERVICE CENTER

       This agreement is hereby entered into by and between the City of Lewisville,
Texas, a Home Rule Municipal Corporation, (hereinafter referred to as City) and
SALVATION ARMY LEWISVILLE MEADOWS SOCIAL SERVICE CENTER
(hereinafter referred to as Agency);

       WHEREAS, the City Council has reviewed the scope of services of the Agency
and has determined that the Agency performs an important human service for the
residents of Lewisville without regard to race, religion, color or national origin and
therefore Council recommends funding the Agency; and

       WHEREAS, the City has determined that the Agency merits assistance and has
provided for $1,500 in its budget for funding the Agency;

       NOW, THEREFORE, the parties hereto mutually agree as follows:


                            I.        PROGRAM SUMMARY

   The agency shall in a satisfactory and proper manner perform the following tasks, and
   achieve the goals, for which the monies provided by the City may be used:

   The Emergency Financial Assistance Program pays a mortgage, rent or utility bill for
   people facing a crisis including food assistance and information to improve financial
   health, plus referrals. The objective is to prevent financial emergencies from causing
   long term household instability and to move a client out of their cycle of need.

                             II.       SCOPE OF SERVICES

 A.     Target Lewisville (Unduplicated) Clients: 5

 B.     Service Unit 1: Provide rent or mortgage payment voucher(s). Each rent or
        mortgage voucher(s) will be reimbursement at a rate of up to $500 per
        voucher(s).
                                   Exhibit H - Page 2 of 5


 C.     Service Unit 2: Provide utility assistance voucher(s). Each utility assistance
        voucher(s) will be reimbursed at a rate of up to $200 per voucher(s).


                            III.      OUTCOME MEASURES

   A. Intermediate Outcome Measure
          1. 75 percent of clients seeking financial assistance have their needs assessed
             at intake and provided with referral information for at least one additional
             supportive program within in The Salvation Army or external to the
             organization.

   B. Long-term Outcome Measure
         1. 80 percent of client households are confirmed to have remained in their
             homes for at least 90 days after assistance was pledged. The assistance can
             be provided by The Salvation Army alone or as a part of a collaborative
             effort.

   C. H.U.D. Performance Measure – Effective October 1, 2006, the City began using
   objectives (Suitable Living Environment, Decent Housing, or Creating Economic
   Opportunities) and outcomes (Availability, Accessibility, or Sustainability) matching
   H.U.D.’s performance reporting when setting up public services at the beginning of
   each program year.

The following objective and outcome designated for THE SALVATION ARMY
LEWISVILLE MEADOWS SOCIAL SERVICE CENTER will be used by the City in
reporting public service activity:

           1. Objective – Decent Housing
           2. Outcome – Sustainability

                         IV.       OBLIGATIONS OF AGENCY

       In consideration of the receipt of funds from the City, Agency agrees to the
following terms and conditions:


      A.      It will establish, operate, and maintain an account system for this program
              that will allow for a tracking of funds and a review of the financial status
              of the program.

      B.      It will provide service information to the City on a monthly or quarterly
              basis.
                               Exhibit H - Page 3 of 5


      C.     It will indemnify and hold harmless the City from any and all claims and
             suits arising out of the activities of the Agency, its employees, and/or
             contractors.

      D.     It will permit authorized officials of the City to audit its program
             performance and accounts upon request.

      E.     It will not enter into any contracts that would encumber City funds for a
             period that would extend beyond the term of this Agreement.

      F.     It will appoint a representative who will be available to meet with the
             Director of Finance and other City Officials when requested.


                         V. TIME OF PERFORMANCE

       The services funded by the City shall be undertaken by the Agency within the
following time frame:

               OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

                          VI. METHOD OF PAYMENT

      A.     Payment by the City for services provided hereunder will be reimbursed
             within 21 days following timely receipt of proper reporting documents. On
             or after the last day of each quarter reimbursements will be made at a rate
             up to the contracted cost per service unit(s) (See Section II – Scope of
             Services).

      B.     It is expressly understood and agreed that repayment shall be based on a
             cost per service unit delivered for services provided in the previous
             month/quarter.

      C.     It is expressly understood that no compensation will be reimbursed
             without submission of an invoice of detailed expenditures and a
             monthly/quarterly statement of services provided by the Agency to
             Lewisville residents.

      D.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed the
             maximum sum of $1,500 for all the services rendered.

      E.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed
             $1,500.
                                 Exhibit H - Page 4 of 5


                                  VII. EVALUATION

       The Agency agrees to participate in the programmatic and fiscal requirements
       outlined in the City of Lewisville City Fund Monitoring Guide. The Agency
       agrees to make available its financial records for review by the City at the City’s
       discretion. In addition, the Agency agrees to provide the City the following data
       and/or reports no later than the 15th of the month following the reimbursement
       period:

       A.      Performance Objectives Report

       B.      Client Services Summary Report

       C.      Request for Reimbursement

       Multiple failures to submit timely reports will be reflected in the Agency file and
       may be considered during the renewal process.

                      VIII. SUSPENSION OR TERMINATION

       The City may suspend or terminate this Agreement and payments to the Agency,
in whole or part, for cause. Cause shall include but not be limited to the following:

       A.      Agency’s improper, misuse, or inept use of funds.

       B.      Agency’s failure to comply with the terms and conditions of this
               agreement.

       C.      Agency’s submission of data and/or reports that are inaccurate or
               incomplete in any material respect.

       D.      If for any reason the carrying out of this agreement is rendered impossible
               or unfeasible.

       In the event the City determines that the provisions of this agreement have been
breached by Agency, the City may suspend payment hereunder; and, in case of
suspension, the City shall advise the Agency, in writing, as to conditions precedent to the
resumption of funding and specify a reasonable date for compliance.

       Either party may terminate this agreement upon giving the other party sixty (60)
days written notice of such termination. In case of termination, the Agency will remit to
the City any unexpended City funds. Acceptance of these funds shall not constitute a
waiver of any claim the City may otherwise have arising out of this Agreement

        IN WITNESS THEREOF, the parties do hereby affix their signatures and enter
into this funding Agreement as of the 1st day of October, 2010.
                          Exhibit H - Page 5 of 5




CITY OF LEWISVILLE, TEXAS              THE SALVATION ARMY LEWISVILLE
                                       MEADOWS SOCIALSERVICE CENTER



BY:                                    BY:
Claude E. King                         Major Ward Matthews
CITY MANAGER                           EXECUTIVE DIRECTOR



ATTEST: __________________________
Julie Heinze, CITY SECRETARY



APPROVED AS TO FORM:



_______________________________
Lizbeth Plaster, CITY ATTORNEY
                                   Exhibit I- Page 1 of 5


Resolution No.


THE STATE OF TEXAS
COUNTY OF DENTON



                   AGREEMENT BETWEEN THE
  CITY OF LEWISVILLE, TEXAS AND CHILDREN’S ADVOCACY CENTER
                      FOR DENTON COUNTY

       This agreement is hereby entered into by and between the City of Lewisville,
Texas, a Home Rule Municipal Corporation, (hereinafter referred to as City) and
CHIDREN’S ADVOCACY CENTER FOR DENTON COUNTY (hereinafter referred to
as Agency);

       WHEREAS, the City Council has reviewed the scope of services of the Agency
and has determined that the Agency performs an important human service for the
residents of Lewisville without regard to race, religion, color or national origin and
therefore Council recommends funding the Agency; and

       WHEREAS, the City has determined that the Agency merits assistance and has
provided for $9,500 in its budget for funding the Agency;

       NOW, THEREFORE, the parties hereto mutually agree as follows:


                            I.       PROGRAM SUMMARY

   The agency shall in a satisfactory and proper manner perform the following tasks, and
   achieve the goals, for which the monies provided by the City may be used:

   The Victim Sevices Program seeks to minimize the trauma of child abuse to the
   chidren and non-offending family members by offering on-site forensic interviews
   and assessments, crisis counseling, group therapy, play therapy, court preparation,
   and psychological testing as needed.

                             II.      SCOPE OF SERVICES

 A.     Target Lewisville (Unduplicated) Clients: 160

 B.     Service Unit 1: Provide 1,400 victim service(s). Each victim service(s) will be
        reimbursed at a rate of $50.56.
                                   Exhibit I- Page 2 of 5


                            III.     OUTCOME MEASURES

   A. Intermediate Outcome Measure
          1. Reduce trauma by having 90 percent of clients have no more than one on-
             site videotaped forensic interview and have 60 percent of therapy referred
             clients complete 3 sessions.

   B. Long-term Outcome Measure
         1. The conviction rate for child abuse cases filed by Lewisville Police
             Department and worked through the Children’s Advocacy Center for
             Denton County will be at least 75 percent for adult offenders.

   C. H.U.D. Performance Measure – Effective October 1, 2006, the City began using
   objectives (Suitable Living Environment, Decent Housing, or Creating Economic
   Opportunities) and outcomes (Availability, Accessibility, or Sustainability) matching
   H.U.D.’s performance reporting when setting up public services at the beginning of
   each program year.

The following objective and outcome designated for CHILDREN’S ADVOCACY
CENTER FOR DENTON COUNTY will be used by the City in reporting public service
activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Availability/Accessibility

                         IV.       OBLIGATIONS OF AGENCY

       In consideration of the receipt of funds from the City, Agency agrees to the
following terms and conditions:


      A.      It will establish, operate, and maintain an account system for this program
              that will allow for a tracking of funds and a review of the financial status
              of the program.

      B.      It will provide service information to the City on a monthly or quarterly
              basis.

      C.      It will indemnify and hold harmless the City from any and all claims and
              suits arising out of the activities of the Agency, its employees, and/or
              contractors.

      D.      It will permit authorized officials of the City to audit its program
              performance and accounts upon request.
                                Exhibit I- Page 3 of 5


      E.     It will not enter into any contracts that would encumber City funds for a
             period that would extend beyond the term of this Agreement.

      F.     It will appoint a representative who will be available to meet with the
             Director of Finance and other City Officials when requested.


                          V. TIME OF PERFORMANCE

       The services funded by the City shall be undertaken by the Agency within the
following time frame:

                October 1, 2010 THROUGH SEPTEMBER 30, 2011


                          VI. METHOD OF PAYMENT

      A.     Payment by the City for services provided hereunder will be reimbursed
             within 21 days following timely receipt of proper reporting documents. On
             or after the last day of each quarter reimbursements will be made at a rate
             up to the contracted cost per service unit(s) (See Section II – Scope of
             Services).

      B.     It is expressly understood and agreed that repayment shall be based on a
             cost per service unit delivered for services provided in the previous
             month/quarter.

      C.     It is expressly understood that no compensation will be reimbursed
             without submission of an invoice of detailed expenditures and a
             monthly/quarterly statement of services provided by the Agency to
             Lewisville residents.

      D.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed the
             maximum sum of $9,500 for all the services rendered.

      E.     It is expressly understood and agreed that in no event under the terms of
             this contract will the total compensation to be paid hereunder exceed
             $9,500.

                                VII. EVALUATION

      The Agency agrees to participate in the programmatic and fiscal requirements
      outlined in the City of Lewisville City Fund Monitoring Guide. The Agency
      agrees to make available its financial records for review by the City at the City’s
      discretion. In addition, the Agency agrees to provide the City the following data
                                  Exhibit I- Page 4 of 5


       and/or reports no later than the 15th of the month following the reimbursement
       period:

       A.      Performance Objectives Report

       B.      Client Services Summary Report

       C.      Request for Reimbursement

       Multiple failures to submit timely reports will be reflected in the Agency file and
       may be considered during the renewal process.

                      VIII. SUSPENSION OR TERMINATION

       The City may suspend or terminate this Agreement and payments to the Agency,
in whole or part, for cause. Cause shall include but not be limited to the following:

       A.      Agency’s improper, misuse, or inept use of funds.

       B.      Agency’s failure to comply with the terms and conditions of this
               agreement.

       C.      Agency’s submission of data and/or reports that are inaccurate or
               incomplete in any material respect.

       D.      If for any reason the carrying out of this agreement is rendered impossible
               or unfeasible.

       In the event the City determines that the provisions of this agreement have been
breached by Agency, the City may suspend payment hereunder; and, in case of
suspension, the City shall advise the Agency, in writing, as to conditions precedent to the
resumption of funding and specify a reasonable date for compliance.

       Either party may terminate this agreement upon giving the other party sixty (60)
days written notice of such termination. In case of termination, the Agency will remit to
the City any unexpended City funds. Acceptance of these funds shall not constitute a
waiver of any claim the City may otherwise have arising out of this Agreement.
                               Exhibit I- Page 5 of 5


        IN WITNESS THEREOF, the parties do hereby affix their signatures and enter
into this funding Agreement as of the 1st day of October, 2010.



CITY OF LEWISVILLE, TEXAS                   CHILDREN’S ADVOCACY CENTER FOR
                                            DENTON COUNTY


BY:                                         BY:
Claude E. King                              Dan Leal
CITY MANAGER                                EXECUTIVE DIRECTOR



ATTEST: __________________________
Julie Heinze, CITY SECRETARY



APPROVED AS TO FORM:



_______________________________
Lizbeth Plaster, CITY ATTORNEY
                                        Exhibit J – page 1 of 13


Resolution No. ___________

STATE OF TEXAS               §

COUNTY OF DENTON                    §

AGREEMENT BETWEEN THE CITY OF LEWISVILLE
AND
COURT APPOINTED SPECIAL ADVOCATES
FOR
COURT ADVOCACY PROGRAM


THIS AGREEMENT entered this 1st day of October, 2010 by and between the City of Lewisville
(herein called the “Grantee”) and COURT APPOINTED SPECIAL ADVOCATES (herein called the
“Subrecipient”).

WHEREAS, the City of Lewisville has applied for and notified that it will receive grant monies from the
United States Government under Title I of the Housing and Community Development Act of 1974,
Public Law 93-383; and

WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds:

NOW, THEREFORE, it is agreed between the parties hereto that;

I. SCOPE OF SERVICES

  A. Activities

  The Subrecipient will be responsible for administering a CDBG 2010 Plan Year Court Advocacy
  Program in a manner satisfactory to the Grantee and consistent with any standards required as a
  condition of providing these funds. Such program will include activities described in “Attachment A
  - Program Summary including Levels of Accomplishment”

  B. National Objectives

  The Subrecipient certifies that the activities carried out with funds provided under this Agreement
  will meet the CDBG program’s National Objectives as defined in the requirements of 24 CFR Part
  570.208 (a) (2) (A) benefit low/moderate income persons. Activities that exclusively serves a group
  of persons in any one or a combination of the following categories may be presumed to benefit
  persons, 51 percent of whom are low-and moderate-income: abused children, battered spouses,
  elderly persons, adults meeting the Bureau of Census’ Current Population Reports definition of
  “severely disabled, “homeless persons, illiterate adults, persons living with AIDS, and migrant farm
  workers. Grantee has applicable volumes of 24 CFR pertinent to this Agreement for review or
  reproduction.


II. TIME OF PERFORMANCE
                                       Exhibit J – page 2 of 13



  Services of the Subrecipient shall start on the 1st day of October, 2010 and end on the 30th day of
  September, 2011. Subrecipient will act in accordance with “Attachment B - Program Time Line”.

III. BUDGET

  The Subrecipient shall operate fiscally within the Scope of Services - “Attachment C”. It is expressly
  understood and agreed that repayment shall be based on a cost per service unit delivered for services
  provided in the previous quarter.

  The Grantee may require a more detailed budget breakdown than the one contained herein, and the
  Subrecipient shall provide supplementary budget information in a timely fashion in the form and
  content prescribed by the Grantee. Any amendments to the scope of services for cost per service unit
  delivery must be approved in writing by the Grantee and the Subrecipient.

IV. PAYMENT

  It is expressly agreed and understood that the total amount to be paid by the Grantee under this
  contract shall not exceed $12,000. Draw downs for the payment of eligible expenses shall be made
  against the line item budgets specified in paragraph III herein and in accordance with performance.
  Increases or decreases in budget line items must be approved by the Grantee in writing.

  Payments may be contingent upon certification of the Subrecipient’s financial management system in
  accordance with the standards specified in OMB Circular A-110 (grantee has copy available for
  review or reproduction).

  Failure to meet the contracted service unit goal by the end of the contract term could result in
  reimbursement of less than the full grant award of this contract. Exceptions may be made on a case-
  by-case basis, subject to Grantee approval.

V. NOTICES

   Communication and details concerning this contract shall be directed to the following
representatives:

              Grantee                                      Subrecipient

  Sheena Jackson, CDBG Program Specialist             Sherri Gideon, Executive Director
  City of Lewisville                                  COURT APPOINTED SPECIAL
  151 West Church Street                              ADVOCATES
  P.O. Box 299002
  Lewisville, TX 75029                                Fed. I.D. #75-241-7472
  (972) 219-5026                                      614 North Bell Avenue
  Fax (972) 219-3698                                  Denton, Texas 76209
  Email: sjackson@cityoflewisville.com                (940) 243-2272 Ext. 101
                                                      Fax (940) 243-1605

VI. SPECIAL CONDITIONS
                                       Exhibit J – page 3 of 13



 Subrecipient will not commingle CDBG monies with any other funds in any manner which would
 prevent the Grantee from readily identifying expenditures for operation of the Program. Furthermore,
 subrecipients will be required to report homeless data for the Denton County Homeless Management
 Information System.

VII. GENERAL CONDITIONS

 A. General Compliance

 The Subrecipient agrees to comply with the requirements of the Code of Federal Regulations (CFR),
 Part 570 of the Housing and Urban Development (HUD) regulations (Grantee has copy available for
 review or reproduction) concerning Community Development Block Grants (CDBG). The
 Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations,
 and policies governing the funds provided under this contract. The Subrecipient further agrees to
 utilize funds available under this Agreement to supplement rather than supplant funds otherwise
 available.

 B. “Independent Contractor”

 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating
 or establishing the relationship of employer/employee between the parties. The Subrecipient shall at
 all times remain an “independent contractor” with respect to the services to be performed under this
 Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA,
 retirement, life and/or medical insurance and Workers’ Compensation Insurance as the Subrecipient
 is an independent subrecipient.

 C. Hold Harmless

 The Subrecipient shall hold harmless, defend, and indemnify the Grantee from any and all claims,
 actions, suits, charges and judgments whatsoever that arise out of the Subrecipient’s performance or
 nonperformance of the services or subject matter called for in the Agreement.

 D. Workers’ Compensation

 The Subrecipient shall provide Workers’ Compensation Insurance coverage or its equivalent for all of
 its employees involved in the performance of this contract.

 E. Insurance & Bonding

 The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to
 theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond
 covering all employees in an amount equal to cash advances from the Grantee.

 The Subrecipient shall comply with the bonding and insurance requirements of OMB Circular A-110
 (grantee has a copy available for review or reproduction).
 F. Grantor Recognition
                                       Exhibit J – page 4 of 13


 The Subrecipient shall insure recognition of the role of the grantor agency in providing services
 through this contract. All activities, facilities and items utilized pursuant to this contract shall be
 prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the
 support provided herein in all publications made possible with funds made available under this
 contract.

 G. Amendments

 The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments
 make specific reference to this Agreement, and are executed in writing, signed by a duly authorized
 representative of both organizations, and approved by the Grantee’s governing body. Such
 amendments shall not invalidate this agreement, nor relieve or release the Grantee or Subrecipient
 from its obligations under the Agreement.

 The Grantee may, in its discretion, amend this Agreement to confirm with Federal, state or local
 governmental guidelines, policies and available funding amounts, or for other reasons. If such
 amendments result in a change of funding, the scope of services, or schedule of the activities to be
 underwritten as part of this Agreement, such modifications will be incorporated only by written
 amendment signed by both Grantee and Subrecipient.

 H. Suspension or Termination

 Either party may terminate this contract at any time by giving written notice to the other party of such
 termination and specifying the effective date thereof at least 30 days before the effective date of such
 termination. Partial terminations of the Scope of Service in Paragraph I.A above may only be
 undertaken with the prior approval of the Grantee. In the event of any termination for convenience,
 all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or
 other materials prepared by the Subrecipient under this Agreement shall, at the option of the Grantee,
 become the property of the Grantee, and the Subrecipient shall be entitled to receive just and
 equitable compensation for any satisfactory work completed on such documents or materials prior to
 the termination.

 The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Subrecipient
 materially fails to comply with any term of this Agreement, or with any of the rules, regulations or
 provisions referred to herein; and the Grantee may declare the Subrecipient ineligible for any further
 participation in the Grantee’s contracts, in addition to other remedies as provided by law. In the
 event there is probable cause to believe the Subrecipient is in noncompliance with any applicable
 rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until
 such time as the Subrecipient is found to be in compliance by the Grantee, or is otherwise adjudicated
 to be in compliance.

VIII. ADMINISTRATIVE REQUIREMENTS
  A. Financial Management


      1. Accounting Standards
                                    Exhibit J – page 5 of 13


   The Subrecipient agrees to comply with the financial management requirements of OMB
   Circular A-110 (grantee has a copy available for review or reproduction) and agrees to adhere to
   the accounting principles and procedures required therein, utilize adequate internal controls, and
   maintain necessary source documentation for all costs incurred.

   2. Cost Principles

   The Subrecipient shall administer its program in conformance with OMB Circulars A-122, “Cost
   Principles for Non-Profit Organizations,” or A-21, “Cost Principles for Educational
   Instructions,” as applicable (grantee has copies available for reproduction or review). These
   principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

B. Documentation and Record-Keeping

   1. Records to be Maintained

   The Subrecipient shall maintain all records required by the Federal regulations specified in 24
   CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such
   records shall include but not be limited to:

          a. Records providing a full description of each activity undertaken;
          b. Records demonstrating that each activity undertaken meet one of the National
             Objectives of the CDBG program;
          c. Records required to determine the eligibility of the activities;
          d. Records required to document the acquisition, improvement, use or disposition of real
             property acquired or improved with CDBG assistance;
          e. Records documenting compliance with the fair housing and equal opportunity
             components of the CDBG Program including data on the extent to which each racial
             and ethnic group and single-headed households have applied for, participated in, or
             benefited from, any program or activity funded in whole or in part with CDBG funds;
          f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-110;
          g. Other records necessary to document compliance with Subpart K of 24 CFR 570.

   2. Retention

   The Subrecipient shall retain all records pertinent to expenditures incurred under this contract for
   a period of four (4) years from the date of submission of the annual performance and evaluation
   report as required by 24 CFR 570.502. Records for non-expendable property acquired with
   funds under this contract shall be retained for four (4) years after final disposition of such
   property. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other
   actions that involve any of the records cited and that have started before the expiration of the
   four-year period, then such records must be retained until completion of the actions and
   resolution of all issues, or the expiration of the four-year period, whichever occurs first.


   3. Client Data
                                 Exhibit J – page 6 of 13


The Subrecipient shall maintain client data demonstrating client eligibility for services provided.
Such data shall include, but not be limited to, client name, address, income level or other basis
for determining eligibility, and description of service provided. Such information shall be made
available to Grantee monitors or their designees for review upon request.

4. Disclosure

The Subrecipient understands that client information collected under this contract is private and
the use or disclosure of such information, when not directly connected with the administration of
the Grantee’s or Subrecipient’s responsibilities with respect to services provided under this
contract, is prohibited unless written consent is obtained from such person receiving service and,
in the case of a minor, that of a responsible parent/guardian.

5. Close-Outs

The Subrecipients obligation to the Grantee shall not end until all close-out requirements are
completed. Activities during this close-out period shall include, but are not limited to: making
final payments, disposing of program assets (including the return of all unused materials,
equipment, unspent cash advances, program income balances, and accounts receivable to the
Grantee), and determining the custodianship of records.

6. Audits & Inspections

All Subrecipient’s records with respect to any matters covered by this Agreement shall be made
available to the Grantee, grantor agency, their designees or the Federal Government, at any time
during normal business hours, as often as the Grantee or grantor agency deems necessary, to
audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in
audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the
Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will
constitute a violation of this contract and may result in the withholding of future payments. The
Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current
Grantee policy concerning recipient audits and, as applicable. OMB Circular A-133 (grantee has
copy available for review or reproduction).

7. Monitoring

The Subrecipient agrees to participate in the implementation of the programmatic and fiscal
requirements outlined in the City of Lewisville CDBG Subrecipient Monitoring Guidebook. The
Agency agrees to make available its financial records for review by the City at the City’s
discretion. In addition, the Agency agrees to provide the City the following data and/or reports
no later than the 15th of the month following the reimbursement period:
A.      Performance Objectives Report
B.      Client Data Summary Report
C.      Population Served Report
D.      Request for Reimbursement
Multiple failures to submit timely reports will be reflected in the Agency file and may be
considered during the renewal process.
                                    Exhibit J – page 7 of 13


C. Reporting and Payment Procedures

    1. Program Income

    The Subrecipient shall report monthly all program income as defined in 24 CFR 570.500(a)
    generated by activities carried out with CDBG funds made available under this contract. The use
    of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR
    570.504. By way of further limitations, the Subrecipient may use such income during the
    contract period for activities permitted under this contract and shall reduce requests for
    additional funds by the amount of such program income balances on hand. All unused program
    income shall be returned to the Grantee at the end of the contract period. Any interest earned on
    cash advances from the U.S. Treasury is not program income and shall be remitted promptly to
    the Grantee.

    2. Indirect Costs

    If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for
    determining the appropriate Subrecipient’s share of administrative costs and shall submit such
    plan to the Grantee for approval, in a form specified by the Grantee.

    3. Payment Procedures

    The Grantee will pay the Subrecipient funds available under this contract based upon
    information submitted by the Subrecipient and consistent with any approved budget and Grantee
    policy concerning payments. With the exception of certain advances, payments will be made for
    eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash
    requirements. Payments will be adjusted by the Grantee in accordance with advance fund and
    program income balances available in Subrecipient accounts. In addition, the Grantee reserves
    the right to liquidate funds available under this contract for costs incurred by the Grantee on
    behalf of the Subrecipient.

    4. Progress Reports

    The Subrecipient shall submit the following Monthly Activity Summary Reports: CDBG
    Request for Reimbursement Form and subsequent back-up documentation, Performance
    Objectives Report, Population Served Report, and CDBG Client Data Summary Report to the
    City of Lewisville Community Development Department no later than the 15th of each month.

    5. Procurement

      1. Compliance

      The Subrecipient shall comply with current Grantee policy concerning the purchase of
      equipment and shall maintain inventory records of all non-expendable personal property as
      defined by such policy as may be procured with funds provided herein. All program assets
      (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon
      termination of this contract.
                                        Exhibit J – page 8 of 13


         2. OMB Standards

         The Subrecipient shall procure all materials, property, or services in accordance with the
         requirements of OMB Circular A-110. Procurement Standards, and shall subsequently follow
         the Property Management Standards as modified by 24 CFR 570.502(B)(6), covering
         utilization and disposal of property.

         3. Reversion of Assets

         Upon its expiration the Subrecipient shall transfer to the City of Lewisville any CDBG funds
         on hand at the time of expiration and any accounts receivable attributable to the use of the
         CDBG funds. Also, any real property under the Subrecipient’s control that was acquired or
         improved in whole or in part with CDBG funds in excess of $25,000 is either:

              a. Used to meet the national objective stated under Section 1, Part A until five years
                 after expiration of this agreement, or such longer period of time as determined
                 appropriate by the City of Lewisville, or
              b. Is disposed of in a manner which results in the City of Lewisville being reimbursed in
                 the amount of the current fair market value of the property less any portion thereof
                 attributable to expenditures of non-CDBG funds for acquisition of, or improvement
                 to, the property. Such reimbursement is not required after the period of time
                 specified in accordance with (1) above.

         4. Travel

         The Subrecipient shall obtain written approval from the Grantee for any travel outside the
         metropolitan area with funds provided under this contract.

IX. Personal & Participant Conditions

  A. Civil Rights

     1. Compliance

     The Subrecipient agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title
     VII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title 1 of the
     Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation
     Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975,
     Executive Order 11063, and with Executive Order 11246 as Amended by Executive Orders 11375
     and 12086. Grantee has copies of applicable compliance documents for review or reproduction.

     2. Nondiscrimination

     The Subrecipient will not discriminate against any employee or applicant for employment because
     of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age,
     marital/family status, or status with regard to public assistance. The Subrecipient will take
     affirmative action to ensure that all employment practices are free from such discrimination. Such
     employment practices include but are not limited to the following: hiring, upgrading, demotion,
                                     Exhibit J – page 9 of 13


  transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of
  compensation, and selection for training, including apprenticeship. The Subrecipient agrees to
  post in conspicuous places, available to employees and applicants for employment, notices to be
  provided by the contracting agency setting forth the provisions of this nondiscrimination clause.

  3. Section 504

  The Subrecipient agrees to comply with any Federal regulations issued pursuant to compliance
  with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), which prohibits discrimination
  against the handicapped in any Federally assisted program. The Grantee shall provide the
  Subrecipient with any guidelines necessary for compliance with that portion of the regulations in
  force during the term of this contract.

B. Equal Employment Opportunity

  1. W/MBE

  The Subrecipient will use its best efforts to afford minority- and women-owned business
  enterprises the maximum practicable opportunity to participate in the performance of the contract.
  As used in this contract, the term “minority and female owned business enterprise” means a
  business at least fifty-one (51) percent owned and controlled by minority group members or
  women. For the purpose of this definition, “minority group members” are African-Americans,
  Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and
  American Indians. The Subrecipient may rely on written representations by business regarding
  their status as minority and female business enterprises in lieu of an independent investigation.

  2. Access to Records

  The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish
  all information and reports required hereunder and will permit access to its books, records and
  accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of
  investigation to ascertain compliance with the rules, regulations and provisions stated herein.

  3. EEO Statement

  The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf
  of the Subrecipient, state that it is an Equal Opportunity employer.

C. Employment Restrictions

  1. Prohibited Activity

  The Subrecipient is prohibited from using funds provided herein or personnel employed in the
  administration of the program for political activities; sectarian or religious activities; lobbying,
  political patronage, and nepotism activities.

D. Conduct
                                   Exhibit J – page 10 of 13


1. Assignability

The Subrecipient shall not assign or transfer any interest in this contract without the prior written
consent of the Grantee thereto; provided, however, that claims for money due or to become due to
the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or transfer shall
be furnished promptly to the Grantee.

2. Subcontracts

  a. Approvals

  The Subrecipient shall not enter into any subcontracts with any agency or individual in the
  performance of this contract without written consent of the Grantee prior to the execution of
  such agreement.

  b. Monitoring

  The Subrecipient will monitor all subcontracted services on a regular basis to assure contract
  compliance. Results of monitoring efforts shall be summarized in written reports and supported
  with documented evidence of follow-up actions taken to correct areas of noncompliance.

  c. Content

  The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in
  and made a part of any subcontract executed in the performance of this Agreement.

  d. Selection Process

  The Subrecipient shall undertake to insure that all subcontracts let in the performance of this
  Agreement shall be awarded on a fair and open competition basis. Executed copies of all
  subcontracts shall be forwarded to the Grantee along with documentation concerning the
  selection process.

3. Hatch Act

The Subrecipient agrees that no funds provided, nor personnel employed under the contract, shall
be in any way or to any extent engaged in the conduct of political activities in violation of Chapter
15 of Title V United States Code.

4. Conflict of Interest

The Subrecipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of
interest, and covenants that it presently has no financial interest and shall not acquire any financial
interest, direct or indirect, which would conflict in any manner or degree with the performance of
services required under this Agreement. The Subrecipient further covenants that in the
performance of this agreement no person having such a financial interest shall be employed or
retained by the Subrecipient hereunder. These conflict of interest provisions apply to any person
                                        Exhibit J – page 11 of 13


     who is an employee, agent, consultant, officer, or elected official or appointed official of the
     Grantee, or of any designated public agencies or subrecipients which are receiving funds under the
     CDBG Entitlement program.

     5. Lobbying

     The Subrecipient hereby certifies that:

          a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of Congress, or an employee of a Member of
          Congress in connection with the awarding of any Federal contract, the making of any Federal
          grant, the making of any Federal loan, the entering into of any cooperative agreement, and
          the extension, continuation, renewal, amendment, or modification of any Federal contract,
          grant, loan, or cooperative agreement;

          b. If any funds other than Federal appropriated funds have been paid or will be paid to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of congress, or an employee of a Member of
          Congress in connection with this Federal Contract, grant, loan, or cooperative agreement, it
          will complete and submit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in
          accordance with its instructions;

          c. It will require that the language of paragraph (d) of this certification be included in the
          award documents for all sub awards at all tiers (including subcontracts, subgrants, and
          contracts under grants, loans, and cooperative agreements) and that all subrecipients shall
          certify and disclose accordingly; and

          d. Lobbying Certification - Paragraph d

          This certification is a material representation of fact upon which reliance was placed when
          this transaction was made or entered into. Submission of this certification is a prerequisite
          for making or entering into this transaction imposed by section 1362, title 31, U.S. Code.
          Any person who fails to file the required certification shall be subject to a civil penalty of not
          less than $10,000 and not more than $100,000 for each such failure.

     6. Copyright

     If this contract results in any copyrightable material or inventions, the Grantee and/or grantor
     agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce,
     publish or otherwise use and to authorize others to use, the work or materials for government
     purposes.

7. Religious Organization

     The Subrecipient agrees that funds provided under this contract will not be utilized for religious
     activities, to promote religious interests, or for the benefit of a religious organization in accordance
     with the Federal regulations specified in 24 CFR 570.200(j).
                                        Exhibit J – page 12 of 13



X. SEVERABILITY

     If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
     affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.


                City of Lewisville                     COURT APPOINTED SPECIAL ADVOCATES


By:_____________________________________              By:______________________________________
          Claude King, City Manager                          Sherri Gideon, Executive Director


Attest:___________________________________
            Julie Heinze, City Secretary


APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
________________________________________
        Lizbeth Plaster, City Attorney
                                       Exhibit J – page 13 of 13


                                  Attachment A - Program Summary

The Court Advocacy Program trains community volunteers to be advocates in the District Civil Courts
of Denton County for children who have been removed from their homes by Child Protective Services
(CPS) due to abuse and/or neglect.

                                  Attachment B - Program Time Line

                       OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

The grant award is made for a one-year-period.

                                   Attachment C – Scope of Services

 A.      Targeted Lewisville (Unduplicated) Clients: 65

 B.      Service Unit 1: Staff 65 case(s). Each case(s) staffed will be reimbursed at a rate of $1,429 not
         to exceed $12,000 for the entire contract.


                                  Attachment D – Outcome Measures

   A. Intermediate
          1. 95 percent of CASA recommendations are accepted by judges and juries.

   B. Long-term
         1. 60 percent of clients will be placed in permanent housing within 18 months of initial
             service.

   C. H.U.D. Mandated Performance Measure – the following objective and outcome designated for
      COURT APPOINTED SPECIAL ADVOCATES will be used by the City in reporting public
      service activity:

          1. Objective – Suitable Living Environment
          2. Outcome – Availability/Accessibility
                                        Exhibit K – page 1 of 13


Resolution No. ___________

STATE OF TEXAS               §

COUNTY OF DENTON                    §

AGREEMENT BETWEEN THE CITY OF LEWISVILLE
AND
CHILDREN’S ADVOCACY CENTER FOR DENTON COUNTY
FOR
VICTIMS SERVICES


THIS AGREEMENT entered this 1st day of October, 2010 by and between the City of Lewisville
(herein called the “Grantee”) and CHILDREN’S ADVOCACY CENTER FOR DENTON COUNTY
(herein called the “Subrecipient”).

WHEREAS, the City of Lewisville has applied for and notified that it will receive grant monies from the
United States Government under Title I of the Housing and Community Development Act of 1974,
Public Law 93-383; and

WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds:

NOW, THEREFORE, it is agreed between the parties hereto that;

I. SCOPE OF SERVICES

  A. Activities

  The Subrecipient will be responsible for administering a CDBG 2010 Plan Year Victim’s Services
  Program in a manner satisfactory to the Grantee and consistent with any standards required as a
  condition of providing these funds. Such program will include activities described in “Attachment A
  - Program Summary including Levels of Accomplishment”

  B. National Objectives

  The Subrecipient certifies that the activities carried out with funds provided under this Agreement
  will meet the CDBG program’s National Objectives as defined in the requirements of 24 CFR Part
  570.208 (a) (2) (A) benefit low/moderate income persons. Activities that exclusively serves a group
  of persons in any one or a combination of the following categories may be presumed to benefit
  persons, 51 percent of whom are low-and moderate-income: abused children, battered spouses,
  elderly persons, adults meeting the Bureau of Census’ Current Population Reports definition of
  “severely disabled, “homeless persons, illiterate adults, persons living with AIDS, and migrant farm
  workers. Grantee has applicable volumes of 24 CFR pertinent to this Agreement for review or
  reproduction.


II. TIME OF PERFORMANCE
                                       Exhibit K – page 2 of 13



  Services of the Subrecipient shall start on the 1st day of October, 2010 and end on the 30th day of
  September, 2011. Subrecipient will act in accordance with “Attachment B - Program Time Line”.

III. BUDGET

  The Subrecipient shall operate fiscally within the Scope of Services - “Attachment C”. It is expressly
  understood and agreed that repayment shall be based on a cost per service unit delivered for services
  provided in the previous quarter.

  The Grantee may require a more detailed budget breakdown than the one contained herein, and the
  Subrecipient shall provide supplementary budget information in a timely fashion in the form and
  content prescribed by the Grantee. Any amendments to the scope of services for cost per service unit
  delivery must be approved in writing by the Grantee and the Subrecipient.

IV. PAYMENT

  It is expressly agreed and understood that the total amount to be paid by the Grantee under this
  contract shall not exceed $13,500. Draw downs for the payment of eligible expenses shall be made
  against the line item budgets specified in paragraph III herein and in accordance with performance.
  Increases or decreases in budget line items must be approved by the Grantee in writing.

  Payments may be contingent upon certification of the Subrecipient’s financial management system in
  accordance with the standards specified in OMB Circular A-110 (grantee has copy available for
  review or reproduction).

  Failure to meet the contracted service unit goal by the end of the contract term could result in
  reimbursement of less than the full grant award of this contract. Exceptions may be made on a case-
  by-case basis, subject to Grantee approval.

V. NOTICES

   Communication and details concerning this contract shall be directed to the following
representatives:

              Grantee                                      Subrecipient

  Sheena Jackson, CDBG Program Specialist             Dan Leal, Executive Director
  City of Lewisville                                  CHILDREN’S ADVOCACY CENTER FOR
  151 West Church Street                              DENTON COUNTY
  P.O. Box 299002
  Lewisville, TX 75029                                Fed. I.D. #75-255-9765
  (972) 219-5026                                      1854 Cain Drive
  Fax (972) 219-3698                                  Lewisville, TX 75077
  Email: sjackson@cityoflewisville.com                (972) 317-2818 Ext. 227
                                                      Fax (972) 317-6989

VI. SPECIAL CONDITIONS
                                      Exhibit K – page 3 of 13



 Subrecipient will not commingle CDBG monies with any other funds in any manner which would
 prevent the Grantee from readily identifying expenditures for operation of the Program. Furthermore,
 subrecipients will be required to report homeless data for the Denton County Homeless Management
 Information System.

VII. GENERAL CONDITIONS

 A. General Compliance

 The Subrecipient agrees to comply with the requirements of the Code of Federal Regulations (CFR),
 Part 570 of the Housing and Urban Development (HUD) regulations (Grantee has copy available for
 review or reproduction) concerning Community Development Block Grants (CDBG). The
 Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations,
 and policies governing the funds provided under this contract. The Subrecipient further agrees to
 utilize funds available under this Agreement to supplement rather than supplant funds otherwise
 available.

 B. “Independent Contractor”

 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating
 or establishing the relationship of employer/employee between the parties. The Subrecipient shall at
 all times remain an “independent contractor” with respect to the services to be performed under this
 Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA,
 retirement, life and/or medical insurance and Workers’ Compensation Insurance as the Subrecipient
 is an independent subrecipient.

 C. Hold Harmless

 The Subrecipient shall hold harmless, defend, and indemnify the Grantee from any and all claims,
 actions, suits, charges and judgments whatsoever that arise out of the Subrecipient’s performance or
 nonperformance of the services or subject matter called for in the Agreement.

 D. Workers’ Compensation

 The Subrecipient shall provide Workers’ Compensation Insurance coverage or its equivalent for all of
 its employees involved in the performance of this contract.

 E. Insurance & Bonding

 The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to
 theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond
 covering all employees in an amount equal to cash advances from the Grantee.

 The Subrecipient shall comply with the bonding and insurance requirements of OMB Circular A-110
 (grantee has a copy available for review or reproduction).
 F. Grantor Recognition
                                      Exhibit K – page 4 of 13


 The Subrecipient shall insure recognition of the role of the grantor agency in providing services
 through this contract. All activities, facilities and items utilized pursuant to this contract shall be
 prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the
 support provided herein in all publications made possible with funds made available under this
 contract.

 G. Amendments

 The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments
 make specific reference to this Agreement, and are executed in writing, signed by a duly authorized
 representative of both organizations, and approved by the Grantee’s governing body. Such
 amendments shall not invalidate this agreement, nor relieve or release the Grantee or Subrecipient
 from its obligations under the Agreement.

 The Grantee may, in its discretion, amend this Agreement to confirm with Federal, state or local
 governmental guidelines, policies and available funding amounts, or for other reasons. If such
 amendments result in a change of funding, the scope of services, or schedule of the activities to be
 underwritten as part of this Agreement, such modifications will be incorporated only by written
 amendment signed by both Grantee and Subrecipient.

 H. Suspension or Termination

 Either party may terminate this contract at any time by giving written notice to the other party of such
 termination and specifying the effective date thereof at least 30 days before the effective date of such
 termination. Partial terminations of the Scope of Service in Paragraph I.A above may only be
 undertaken with the prior approval of the Grantee. In the event of any termination for convenience,
 all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or
 other materials prepared by the Subrecipient under this Agreement shall, at the option of the Grantee,
 become the property of the Grantee, and the Subrecipient shall be entitled to receive just and
 equitable compensation for any satisfactory work completed on such documents or materials prior to
 the termination.

 The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Subrecipient
 materially fails to comply with any term of this Agreement, or with any of the rules, regulations or
 provisions referred to herein; and the Grantee may declare the Subrecipient ineligible for any further
 participation in the Grantee’s contracts, in addition to other remedies as provided by law. In the
 event there is probable cause to believe the Subrecipient is in noncompliance with any applicable
 rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until
 such time as the Subrecipient is found to be in compliance by the Grantee, or is otherwise adjudicated
 to be in compliance.

VIII. ADMINISTRATIVE REQUIREMENTS
  A. Financial Management


      1. Accounting Standards
                                    Exhibit K – page 5 of 13


   The Subrecipient agrees to comply with the financial management requirements of OMB
   Circular A-110 (grantee has a copy available for review or reproduction) and agrees to adhere to
   the accounting principles and procedures required therein, utilize adequate internal controls, and
   maintain necessary source documentation for all costs incurred.

   2. Cost Principles

   The Subrecipient shall administer its program in conformance with OMB Circulars A-122, “Cost
   Principles for Non-Profit Organizations,” or A-21, “Cost Principles for Educational
   Instructions,” as applicable (grantee has copies available for reproduction or review). These
   principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

B. Documentation and Record-Keeping

   1. Records to be Maintained

   The Subrecipient shall maintain all records required by the Federal regulations specified in 24
   CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such
   records shall include but not be limited to:

          a. Records providing a full description of each activity undertaken;
          b. Records demonstrating that each activity undertaken meet one of the National
             Objectives of the CDBG program;
          c. Records required to determine the eligibility of the activities;
          d. Records required to document the acquisition, improvement, use or disposition of real
             property acquired or improved with CDBG assistance;
          e. Records documenting compliance with the fair housing and equal opportunity
             components of the CDBG Program including data on the extent to which each racial
             and ethnic group and single-headed households have applied for, participated in, or
             benefited from, any program or activity funded in whole or in part with CDBG funds;
          f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-110;
          g. Other records necessary to document compliance with Subpart K of 24 CFR 570.

   2. Retention

   The Subrecipient shall retain all records pertinent to expenditures incurred under this contract for
   a period of four (4) years from the date of submission of the annual performance and evaluation
   report as required by 24 CFR 570.502. Records for non-expendable property acquired with
   funds under this contract shall be retained for four (4) years after final disposition of such
   property. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other
   actions that involve any of the records cited and that have started before the expiration of the
   four-year period, then such records must be retained until completion of the actions and
   resolution of all issues, or the expiration of the four-year period, whichever occurs first.


   3. Client Data
                                 Exhibit K – page 6 of 13


The Subrecipient shall maintain client data demonstrating client eligibility for services provided.
Such data shall include, but not be limited to, client name, address, income level or other basis
for determining eligibility, and description of service provided. Such information shall be made
available to Grantee monitors or their designees for review upon request.

4. Disclosure

The Subrecipient understands that client information collected under this contract is private and
the use or disclosure of such information, when not directly connected with the administration of
the Grantee’s or Subrecipient’s responsibilities with respect to services provided under this
contract, is prohibited unless written consent is obtained from such person receiving service and,
in the case of a minor, that of a responsible parent/guardian.

5. Close-Outs

The Subrecipients obligation to the Grantee shall not end until all close-out requirements are
completed. Activities during this close-out period shall include, but are not limited to: making
final payments, disposing of program assets (including the return of all unused materials,
equipment, unspent cash advances, program income balances, and accounts receivable to the
Grantee), and determining the custodianship of records.

6. Audits & Inspections

All Subrecipient’s records with respect to any matters covered by this Agreement shall be made
available to the Grantee, grantor agency, their designees or the Federal Government, at any time
during normal business hours, as often as the Grantee or grantor agency deems necessary, to
audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in
audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the
Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will
constitute a violation of this contract and may result in the withholding of future payments. The
Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current
Grantee policy concerning recipient audits and, as applicable. OMB Circular A-133 (grantee has
copy available for review or reproduction).

7. Monitoring

The Subrecipient agrees to participate in the implementation of the programmatic and fiscal
requirements outlined in the City of Lewisville CDBG Subrecipient Monitoring Guidebook. The
Agency agrees to make available its financial records for review by the City at the City’s
discretion. In addition, the Agency agrees to provide the City the following data and/or reports
no later than the 15th of the month following the reimbursement period:
A.      Performance Objectives Report
B.      Client Data Summary Report
C.      Population Served Report
D.      Request for Reimbursement
Multiple failures to submit timely reports will be reflected in the Agency file and may be
considered during the renewal process.
                                    Exhibit K – page 7 of 13


C. Reporting and Payment Procedures

    1. Program Income

    The Subrecipient shall report monthly all program income as defined in 24 CFR 570.500(a)
    generated by activities carried out with CDBG funds made available under this contract. The use
    of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR
    570.504. By way of further limitations, the Subrecipient may use such income during the
    contract period for activities permitted under this contract and shall reduce requests for
    additional funds by the amount of such program income balances on hand. All unused program
    income shall be returned to the Grantee at the end of the contract period. Any interest earned on
    cash advances from the U.S. Treasury is not program income and shall be remitted promptly to
    the Grantee.

    2. Indirect Costs

    If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for
    determining the appropriate Subrecipient’s share of administrative costs and shall submit such
    plan to the Grantee for approval, in a form specified by the Grantee.

    3. Payment Procedures

    The Grantee will pay the Subrecipient funds available under this contract based upon
    information submitted by the Subrecipient and consistent with any approved budget and Grantee
    policy concerning payments. With the exception of certain advances, payments will be made for
    eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash
    requirements. Payments will be adjusted by the Grantee in accordance with advance fund and
    program income balances available in Subrecipient accounts. In addition, the Grantee reserves
    the right to liquidate funds available under this contract for costs incurred by the Grantee on
    behalf of the Subrecipient.

    4. Progress Reports

    The Subrecipient shall submit the following Monthly Activity Summary Reports: CDBG
    Request for Reimbursement Form and subsequent back-up documentation, Performance
    Objectives Report, Population Served Report, and CDBG Client Data Summary Report to the
    City of Lewisville Community Development Department no later than the 15th of each month.

    5. Procurement

      1. Compliance

      The Subrecipient shall comply with current Grantee policy concerning the purchase of
      equipment and shall maintain inventory records of all non-expendable personal property as
      defined by such policy as may be procured with funds provided herein. All program assets
      (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon
      termination of this contract.
                                        Exhibit K – page 8 of 13


         2. OMB Standards

         The Subrecipient shall procure all materials, property, or services in accordance with the
         requirements of OMB Circular A-110. Procurement Standards, and shall subsequently follow
         the Property Management Standards as modified by 24 CFR 570.502(B)(6), covering
         utilization and disposal of property.

         3. Reversion of Assets

         Upon its expiration the Subrecipient shall transfer to the City of Lewisville any CDBG funds
         on hand at the time of expiration and any accounts receivable attributable to the use of the
         CDBG funds. Also, any real property under the Subrecipient’s control that was acquired or
         improved in whole or in part with CDBG funds in excess of $25,000 is either:

              a. Used to meet the national objective stated under Section 1, Part A until five years
                 after expiration of this agreement, or such longer period of time as determined
                 appropriate by the City of Lewisville, or
              b. Is disposed of in a manner which results in the City of Lewisville being reimbursed in
                 the amount of the current fair market value of the property less any portion thereof
                 attributable to expenditures of non-CDBG funds for acquisition of, or improvement
                 to, the property. Such reimbursement is not required after the period of time
                 specified in accordance with (1) above.

         4. Travel

         The Subrecipient shall obtain written approval from the Grantee for any travel outside the
         metropolitan area with funds provided under this contract.

IX. Personal & Participant Conditions

  A. Civil Rights

     1. Compliance

     The Subrecipient agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title
     VII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title 1 of the
     Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation
     Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975,
     Executive Order 11063, and with Executive Order 11246 as Amended by Executive Orders 11375
     and 12086. Grantee has copies of applicable compliance documents for review or reproduction.

     2. Nondiscrimination

     The Subrecipient will not discriminate against any employee or applicant for employment because
     of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age,
     marital/family status, or status with regard to public assistance. The Subrecipient will take
     affirmative action to ensure that all employment practices are free from such discrimination. Such
     employment practices include but are not limited to the following: hiring, upgrading, demotion,
                                     Exhibit K – page 9 of 13


  transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of
  compensation, and selection for training, including apprenticeship. The Subrecipient agrees to
  post in conspicuous places, available to employees and applicants for employment, notices to be
  provided by the contracting agency setting forth the provisions of this nondiscrimination clause.

  3. Section 504

  The Subrecipient agrees to comply with any Federal regulations issued pursuant to compliance
  with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), which prohibits discrimination
  against the handicapped in any Federally assisted program. The Grantee shall provide the
  Subrecipient with any guidelines necessary for compliance with that portion of the regulations in
  force during the term of this contract.

B. Equal Employment Opportunity

  1. W/MBE

  The Subrecipient will use its best efforts to afford minority- and women-owned business
  enterprises the maximum practicable opportunity to participate in the performance of the contract.
  As used in this contract, the term “minority and female owned business enterprise” means a
  business at least fifty-one (51) percent owned and controlled by minority group members or
  women. For the purpose of this definition, “minority group members” are African-Americans,
  Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and
  American Indians. The Subrecipient may rely on written representations by business regarding
  their status as minority and female business enterprises in lieu of an independent investigation.

  2. Access to Records

  The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish
  all information and reports required hereunder and will permit access to its books, records and
  accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of
  investigation to ascertain compliance with the rules, regulations and provisions stated herein.

  3. EEO Statement

  The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf
  of the Subrecipient, state that it is an Equal Opportunity employer.

C. Employment Restrictions

  1. Prohibited Activity

  The Subrecipient is prohibited from using funds provided herein or personnel employed in the
  administration of the program for political activities; sectarian or religious activities; lobbying,
  political patronage, and nepotism activities.

D. Conduct
                                   Exhibit K – page 10 of 13


1. Assignability

The Subrecipient shall not assign or transfer any interest in this contract without the prior written
consent of the Grantee thereto; provided, however, that claims for money due or to become due to
the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or transfer shall
be furnished promptly to the Grantee.

2. Subcontracts

  a. Approvals

  The Subrecipient shall not enter into any subcontracts with any agency or individual in the
  performance of this contract without written consent of the Grantee prior to the execution of
  such agreement.

  b. Monitoring

  The Subrecipient will monitor all subcontracted services on a regular basis to assure contract
  compliance. Results of monitoring efforts shall be summarized in written reports and supported
  with documented evidence of follow-up actions taken to correct areas of noncompliance.

  c. Content

  The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in
  and made a part of any subcontract executed in the performance of this Agreement.

  d. Selection Process

  The Subrecipient shall undertake to insure that all subcontracts let in the performance of this
  Agreement shall be awarded on a fair and open competition basis. Executed copies of all
  subcontracts shall be forwarded to the Grantee along with documentation concerning the
  selection process.

3. Hatch Act

The Subrecipient agrees that no funds provided, nor personnel employed under the contract, shall
be in any way or to any extent engaged in the conduct of political activities in violation of Chapter
15 of Title V United States Code.

4. Conflict of Interest

The Subrecipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of
interest, and covenants that it presently has no financial interest and shall not acquire any financial
interest, direct or indirect, which would conflict in any manner or degree with the performance of
services required under this Agreement. The Subrecipient further covenants that in the
performance of this agreement no person having such a financial interest shall be employed or
retained by the Subrecipient hereunder. These conflict of interest provisions apply to any person
                                        Exhibit K – page 11 of 13


     who is an employee, agent, consultant, officer, or elected official or appointed official of the
     Grantee, or of any designated public agencies or subrecipients which are receiving funds under the
     CDBG Entitlement program.

     5. Lobbying

     The Subrecipient hereby certifies that:

          a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of Congress, or an employee of a Member of
          Congress in connection with the awarding of any Federal contract, the making of any Federal
          grant, the making of any Federal loan, the entering into of any cooperative agreement, and
          the extension, continuation, renewal, amendment, or modification of any Federal contract,
          grant, loan, or cooperative agreement;

          b. If any funds other than Federal appropriated funds have been paid or will be paid to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of congress, or an employee of a Member of
          Congress in connection with this Federal Contract, grant, loan, or cooperative agreement, it
          will complete and submit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in
          accordance with its instructions;

          c. It will require that the language of paragraph (d) of this certification be included in the
          award documents for all sub awards at all tiers (including subcontracts, subgrants, and
          contracts under grants, loans, and cooperative agreements) and that all subrecipients shall
          certify and disclose accordingly; and

          d. Lobbying Certification - Paragraph d

          This certification is a material representation of fact upon which reliance was placed when
          this transaction was made or entered into. Submission of this certification is a prerequisite
          for making or entering into this transaction imposed by section 1362, title 31, U.S. Code.
          Any person who fails to file the required certification shall be subject to a civil penalty of not
          less than $10,000 and not more than $100,000 for each such failure.

     6. Copyright

     If this contract results in any copyrightable material or inventions, the Grantee and/or grantor
     agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce,
     publish or otherwise use and to authorize others to use, the work or materials for government
     purposes.

7. Religious Organization

     The Subrecipient agrees that funds provided under this contract will not be utilized for religious
     activities, to promote religious interests, or for the benefit of a religious organization in accordance
     with the Federal regulations specified in 24 CFR 570.200(j).
                                       Exhibit K – page 12 of 13



X. SEVERABILITY

     If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
     affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.


                City of Lewisville                       CHILDREN’S ADVOCACY CENTER FOR
                                                                 DENTON COUNTY


By:_____________________________________              By:______________________________________
          Claude King, City Manager                            Dan Leal, Executive Director


Attest:___________________________________
            Julie Heinze, City Secretary


APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
________________________________________
        Lizbeth Plaster, City Attorney
                                       Exhibit K – page 13 of 13


                                  Attachment A - Program Summary

The Victims Services Program seeks to minimize the trauma of child abuse to the children and non-
offending family members by offering on-site forensic interviews and assessments, crisis counseling,
group therapy, play therapy, court preparation, and psychologocal testing as needed.

                                  Attachment B - Program Time Line

                       OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

The grant award is made for a one-year period.


                                   Attachment C – Scope of Services

 A.      Targeted Lewisville (Unduplicated) Clients: 160

 B.      Service Unit 1: Provide 1,400 victim service(s). Each service(s) will be reimbursed at a rate of
         $50.56 not to exceed $13,500 for the entire contract.



                                  Attachment D – Outcome Measures

   A. Intermediate
          1. Reduce trauma by having 90 percent of clients have no more than one on-site videotaped
             forensic interview and have 60 percent of therapy referred clients complete 3 sessions.

   B. Long-term
         1. The conviction rate for child abuse cases filed by Lewisville Police Department and
             worked through Children’s Advocacy Center for Denton County will be at least 75
             percent for adult offenders.

   C. H.U.D. Mandated Performance Measure – the following objective and outcome designated for
      CHILDREN’S ADVOCACY CENTER FOR DENTON COUNTY will be used by the City in
      reporting public service activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Availability/Accessibility
                                          Exhibit L – page 1 of 13


Resolution No. ___________

STATE OF TEXAS                §

COUNTY OF DENTON                      §

AGREEMENT BETWEEN THE CITY OF LEWISVILLE
AND
SPAN, Inc.
FOR
MEALS ON WHEELS OF DENTON COUNTY

THIS AGREEMENT entered this 1st day of October, 2010 by and between the City of Lewisville
(herein called the “Grantee”) and SPAN, Inc. (herein called the “Subrecipient”).

WHEREAS, the City of Lewisville has applied for and notified that it will receive grant monies from the
United States Government under Title I of the Housing and Community Development Act of 1974,
Public Law 93-383; and

WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds:

NOW, THEREFORE, it is agreed between the parties hereto that;

I. SCOPE OF SERVICES

  A. Activities

  The Subrecipient will be responsible for administering a CDBG 2010 Plan Year Congregate and
  Home Delivery Meal Program in a manner satisfactory to the Grantee and consistent with any
  standards required as a condition of providing these funds. Such program will include activities
  described in “Attachment A - Program Summary including Levels of Accomplishment”

  B. National Objectives

  The Sub-recipient certifies that the activities carried out with funds provided under this Agreement
  will meet the CDBG program’s National Objectives as defined in the requirements of 24 CFR Part
  570.208 (a) (2) Activities benefiting low/moderate income persons - Limited Clientele: Require
  information on family size and income so that it is evident that at least 51 percent of the clientele are
  persons whose family income does not exceed the low and moderate income limit. Grantee has
  applicable volumes of 24 CFR pertinent to this Agreement for review or reproduction.


II. TIME OF PERFORMANCE

  Services of the Subrecipient shall start on the 1st day of October, 2010 and end on the 30th day of
  September, 2011. Subrecipient will act in accordance with “Attachment B - Program Time Line”.

III. BUDGET
                                       Exhibit L – page 2 of 13



  The Subrecipient shall operate fiscally within the Scope of Services - “Attachment C”. It is expressly
  understood and agreed that repayment shall be based on a cost per service unit delivered for services
  provided in the previous quarter.

  The Grantee may require a more detailed budget breakdown than the one contained herein, and the
  Subrecipient shall provide supplementary budget information in a timely fashion in the form and
  content prescribed by the Grantee. Any amendments to the scope of services for cost per service unit
  delivery must be approved in writing by the Grantee and the Subrecipient.

IV. PAYMENT

  It is expressly agreed and understood that the total amount to be paid by the Grantee under this
  contract shall not exceed $20,000. Draw downs for the payment of eligible expenses shall be made
  against the line item budgets specified in paragraph III herein and in accordance with performance.
  Increases or decreases in budget line items must be approved by the Grantee in writing.

  Payments may be contingent upon certification of the Subrecipient’s financial management system in
  accordance with the standards specified in OMB Circular A-110 (grantee has copy available for
  review or reproduction).

  Failure to meet the contracted service unit goal by the end of the contract term could result in
  reimbursement of less than the full grant award of this contract. Exceptions may be made on a case-
  by-case basis, subject to Grantee approval.

V. NOTICES

   Communication and details concerning this contract shall be directed to the following
representatives:

              Grantee                                      Subrecipient

  Sheena Jackson, CDBG Program Specialist             Amanda Franklin, Chief Executive Officer
  City of Lewisville                                  SPAN, Inc.
  151 West Church Street
  P.O. Box 299002
  Lewisville, TX 75029                                Fed. I.D. #75-149-7010
  (972) 219-5026                                      1800 Malone Street
  Fax (972) 219-3698                                  Denton, TX 76201
  Email: sjackson@cityoflewisville.com                (940) 382-2224
                                                      Fax (940) 383-8433

VI. SPECIAL CONDITIONS

  Subrecipient will not commingle CDBG monies with any other funds in any manner which would
  prevent the Grantee from readily identifying expenditures for operation of the Program. Furthermore,
  subrecipients will be required to report homeless data for the Denton County Homeless Management
  Information System.
                                       Exhibit L – page 3 of 13



VII. GENERAL CONDITIONS

 A. General Compliance

 The Subrecipient agrees to comply with the requirements of the Code of Federal Regulations (CFR),
 Part 570 of the Housing and Urban Development (HUD) regulations (Grantee has copy available for
 review or reproduction) concerning Community Development Block Grants (CDBG). The
 Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations,
 and policies governing the funds provided under this contract. The Subrecipient further agrees to
 utilize funds available under this Agreement to supplement rather than supplant funds otherwise
 available.

 B. “Independent Contractor”

 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating
 or establishing the relationship of employer/employee between the parties. The Subrecipient shall at
 all times remain an “independent contractor” with respect to the services to be performed under this
 Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA,
 retirement, life and/or medical insurance and Workers’ Compensation Insurance as the Subrecipient
 is an independent subrecipient.

 C. Hold Harmless

 The Subrecipient shall hold harmless, defend, and indemnify the Grantee from any and all claims,
 actions, suits, charges and judgments whatsoever that arise out of the Subrecipient’s performance or
 nonperformance of the services or subject matter called for in the Agreement.

 D. Workers’ Compensation

 The Subrecipient shall provide Workers’ Compensation Insurance coverage or its equivalent for all of
 its employees involved in the performance of this contract.

 E. Insurance & Bonding

 The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to
 theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond
 covering all employees in an amount equal to cash advances from the Grantee.

 The Subrecipient shall comply with the bonding and insurance requirements of OMB Circular A-110
 (grantee has a copy available for review or reproduction).




 F. Grantor Recognition
                                       Exhibit L – page 4 of 13


 The Subrecipient shall insure recognition of the role of the grantor agency in providing services
 through this contract. All activities, facilities and items utilized pursuant to this contract shall be
 prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the
 support provided herein in all publications made possible with funds made available under this
 contract.

 G. Amendments

 The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments
 make specific reference to this Agreement, and are executed in writing, signed by a duly authorized
 representative of both organizations, and approved by the Grantee’s governing body. Such
 amendments shall not invalidate this agreement, nor relieve or release the Grantee or Subrecipient
 from its obligations under the Agreement.

 The Grantee may, in its discretion, amend this Agreement to conform with Federal, state or local
 governmental guidelines, policies and available funding amounts, or for other reasons. If such
 amendments result in a change of funding, the scope of services, or schedule of the activities to be
 underwritten as part of this Agreement, such modifications will be incorporated only by written
 amendment signed by both Grantee and Subrecipient.

 H. Suspension or Termination

 Either party may terminate this contract at any time by giving written notice to the other party of such
 termination and specifying the effective date thereof at least 30 days before the effective date of such
 termination. Partial terminations of the Scope of Service in Paragraph I.A above may only be
 undertaken with the prior approval of the Grantee. In the event of any termination for convenience,
 all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or
 other materials prepared by the Subrecipient under this Agreement shall, at the option of the Grantee,
 become the property of the Grantee, and the Subrecipient shall be entitled to receive just and
 equitable compensation for any satisfactory work completed on such documents or materials prior to
 the termination.

 The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Subrecipient
 materially fails to comply with any term of this Agreement, or with any of the rules, regulations or
 provisions referred to herein; and the Grantee may declare the Subrecipient ineligible for any further
 participation in the Grantee’s contracts, in addition to other remedies as provided by law. In the
 event there is probable cause to believe the Subrecipient is in noncompliance with any applicable
 rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until
 such time as the Subrecipient is found to be in compliance by the Grantee, or is otherwise adjudicated
 to be in compliance.

VIII. ADMINISTRATIVE REQUIREMENTS
  A. Financial Management


      1. Accounting Standards
                                    Exhibit L – page 5 of 13


   The Subrecipient agrees to comply with the financial management requirements of OMB
   Circular A-110 (grantee has a copy available for review or reproduction) and agrees to adhere to
   the accounting principles and procedures required therein, utilize adequate internal controls, and
   maintain necessary source documentation for all costs incurred.

   2. Cost Principles

   The Subrecipient shall administer its program in conformance with OMB Circulars A-122, “Cost
   Principles for Non-Profit Organizations,” or A-21, “Cost Principles for Educational
   Instructions,” as applicable (grantee has copies available for reproduction or review). These
   principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

B. Documentation and Record-Keeping

   1. Records to be Maintained

   The Subrecipient shall maintain all records required by the Federal regulations specified in 24
   CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such
   records shall include but not be limited to:

          a. Records providing a full description of each activity undertaken;
          b. Records demonstrating that each activity undertaken meet one of the National
             Objectives of the CDBG program;
          c. Records required to determine the eligibility of the activities;
          d. Records required to document the acquisition, improvement, use or disposition of real
             property acquired or improved with CDBG assistance;
          e. Records documenting compliance with the fair housing and equal opportunity
             components of the CDBG Program including data on the extent to which each racial
             and ethnic group and single-headed households have applied for, participated in, or
             benefited from, any program or activity funded in whole or in part with CDBG funds;
          f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-110;
          g. Other records necessary to document compliance with Subpart K of 24 CFR 570.

   2. Retention

   The Subrecipient shall retain all records pertinent to expenditures incurred under this contract for
   a period of four (4) years from the date of submission of the annual performance and evaluation
   report as required by 24 CFR 570.502. Records for non-expendable property acquired with
   funds under this contract shall be retained for four (4) years after final disposition of such
   property. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other
   actions that involve any of the records cited and that have started before the expiration of the
   four-year period, then such records must be retained until completion of the actions and
   resolution of all issues, or the expiration of the four-year period, whichever occurs first.


   3. Client Data
                                 Exhibit L – page 6 of 13


The Subrecipient shall maintain client data demonstrating client eligibility for services provided.
Such data shall include, but not be limited to, client name, address, income level or other basis
for determining eligibility, and description of service provided. Such information shall be made
available to Grantee monitors or their designees for review upon request.

4. Disclosure

The Subrecipient understands that client information collected under this contract is private and
the use or disclosure of such information, when not directly connected with the administration of
the Grantee’s or Subrecipient’s responsibilities with respect to services provided under this
contract, is prohibited unless written consent is obtained from such person receiving service and,
in the case of a minor, that of a responsible parent/guardian.

5. Close-Outs

The Subrecipients obligation to the Grantee shall not end until all close-out requirements are
completed. Activities during this close-out period shall include, but are not limited to: making
final payments, disposing of program assets (including the return of all unused materials,
equipment, unspent cash advances, program income balances, and accounts receivable to the
Grantee), and determining the custodianship of records.

6. Audits & Inspections

All Subrecipient’s records with respect to any matters covered by this Agreement shall be made
available to the Grantee, grantor agency, their designees or the Federal Government, at any time
during normal business hours, as often as the Grantee or grantor agency deems necessary, to
audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in
audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the
Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will
constitute a violation of this contract and may result in the withholding of future payments. The
Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current
Grantee policy concerning recipient audits and, as applicable. OMB Circular A-133 (grantee has
copy available for review or reproduction).

7. Monitoring

The Subrecipient agrees to participate in the implementation of the programmatic and fiscal
requirements outlined in the City of Lewisville CDBG Subrecipient Monitoring Guidebook. The
Agency agrees to make available its financial records for review by the City at the City’s
discretion. In addition, the Agency agrees to provide the City the following data and/or reports
no later than the 15th of the month following the reimbursement period:
A.      Performance Objectives Report
B.      Client Data Summary Report
C.      Population Served Report
D.      Request for Reimbursement
Multiple failures to submit timely reports will be reflected in the Agency file and may be
considered during the renewal process.
                                    Exhibit L – page 7 of 13


C. Reporting and Payment Procedures

    1. Program Income

    The Subrecipient shall report monthly all program income as defined in 24 CFR 570.500(a)
    generated by activities carried out with CDBG funds made available under this contract. The use
    of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR
    570.504. By way of further limitations, the Subrecipient may use such income during the
    contract period for activities permitted under this contract and shall reduce requests for
    additional funds by the amount of such program income balances on hand. All unused program
    income shall be returned to the Grantee at the end of the contract period. Any interest earned on
    cash advances from the U.S. Treasury is not program income and shall be remitted promptly to
    the Grantee.

    2. Indirect Costs

    If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for
    determining the appropriate Subrecipient’s share of administrative costs and shall submit such
    plan to the Grantee for approval, in a form specified by the Grantee.

    3. Payment Procedures

    The Grantee will pay the Subrecipient funds available under this contract based upon
    information submitted by the Subrecipient and consistent with any approved budget and Grantee
    policy concerning payments. With the exception of certain advances, payments will be made for
    eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash
    requirements. Payments will be adjusted by the Grantee in accordance with advance fund and
    program income balances available in Subrecipient accounts. In addition, the Grantee reserves
    the right to liquidate funds available under this contract for costs incurred by the Grantee on
    behalf of the Subrecipient.

    4. Progress Reports

    The Subrecipient shall submit the following Monthly Activity Summary Reports: CDBG
    Request for Reimbursement Form and subsequent back-up documentation, Performance
    Objectives Report, Population Served Report, and CDBG Client Data Summary Report to the
    City of Lewisville Community Development Department no later than the 15th of each month.

    5. Procurement

      1. Compliance

      The Subrecipient shall comply with current Grantee policy concerning the purchase of
      equipment and shall maintain inventory records of all non-expendable personal property as
      defined by such policy as may be procured with funds provided herein. All program assets
      (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon
      termination of this contract.
                                        Exhibit L – page 8 of 13


         2. OMB Standards

         The Subrecipient shall procure all materials, property, or services in accordance with the
         requirements of OMB Circular A-110. Procurement Standards, and shall subsequently follow
         the Property Management Standards as modified by 24 CFR 570.502(B)(6), covering
         utilization and disposal of property.

         3. Reversion of Assets

         Upon its expiration the Subrecipient shall transfer to the City of Lewisville any CDBG funds
         on hand at the time of expiration and any accounts receivable attributable to the use of the
         CDBG funds. Also, any real property under the Subrecipient’s control that was acquired or
         improved in whole or in part with CDBG funds in excess of $25,000 is either:

              a. Used to meet the national objective stated under Section 1, Part A until five years
                 after expiration of this agreement, or such longer period of time as determined
                 appropriate by the City of Lewisville, or
              b. Is disposed of in a manner which results in the City of Lewisville being reimbursed in
                 the amount of the current fair market value of the property less any portion thereof
                 attributable to expenditures of non-CDBG funds for acquisition of, or improvement
                 to, the property. Such reimbursement is not required after the period of time
                 specified in accordance with (1) above.

         4. Travel

         The Subrecipient shall obtain written approval from the Grantee for any travel outside the
         metropolitan area with funds provided under this contract.

IX. Personal & Participant Conditions

  A. Civil Rights

     1. Compliance

     The Subrecipient agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title
     VII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title 1 of the
     Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation
     Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975,
     Executive Order 11063, and with Executive Order 11246 as Amended by Executive Orders 11375
     and 12086. Grantee has copies of applicable compliance documents for review or reproduction.

     2. Nondiscrimination

     The Subrecipient will not discriminate against any employee or applicant for employment because
     of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age,
     marital/family status, or status with regard to public assistance. The Subrecipient will take
     affirmative action to ensure that all employment practices are free from such discrimination. Such
     employment practices include but are not limited to the following: hiring, upgrading, demotion,
                                     Exhibit L – page 9 of 13


  transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of
  compensation, and selection for training, including apprenticeship. The Subrecipient agrees to
  post in conspicuous places, available to employees and applicants for employment, notices to be
  provided by the contracting agency setting forth the provisions of this nondiscrimination clause.

  3. Section 504

  The Subrecipient agrees to comply with any Federal regulations issued pursuant to compliance
  with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), which prohibits discrimination
  against the handicapped in any Federally assisted program. The Grantee shall provide the
  Subrecipient with any guidelines necessary for compliance with that portion of the regulations in
  force during the term of this contract.

B. Equal Employment Opportunity

  1. W/MBE

  The Subrecipient will use its best efforts to afford minority- and women-owned business
  enterprises the maximum practicable opportunity to participate in the performance of the contract.
  As used in this contract, the term “minority and female owned business enterprise” means a
  business at least fifty-one (51) percent owned and controlled by minority group members or
  women. For the purpose of this definition, “minority group members” are African-Americans,
  Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and
  American Indians. The Subrecipient may rely on written representations by business regarding
  their status as minority and female business enterprises in lieu of an independent investigation.

  2. Access to Records

  The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish
  all information and reports required hereunder and will permit access to its books, records and
  accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of
  investigation to ascertain compliance with the rules, regulations and provisions stated herein.

  3. EEO Statement

  The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf
  of the Subrecipient, state that it is an Equal Opportunity employer.

C. Employment Restrictions

  1. Prohibited Activity

  The Subrecipient is prohibited from using funds provided herein or personnel employed in the
  administration of the program for political activities; sectarian or religious activities; lobbying,
  political patronage, and nepotism activities.

D. Conduct
                                   Exhibit L – page 10 of 13


1. Assignability

The Subrecipient shall not assign or transfer any interest in this contract without the prior written
consent of the Grantee thereto; provided, however, that claims for money due or to become due to
the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or transfer shall
be furnished promptly to the Grantee.

2. Subcontracts

  a. Approvals

  The Subrecipient shall not enter into any subcontracts with any agency or individual in the
  performance of this contract without written consent of the Grantee prior to the execution of
  such agreement.

  b. Monitoring

  The Subrecipient will monitor all subcontracted services on a regular basis to assure contract
  compliance. Results of monitoring efforts shall be summarized in written reports and supported
  with documented evidence of follow-up actions taken to correct areas of noncompliance.

  c. Content

  The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in
  and made a part of any subcontract executed in the performance of this Agreement.

  d. Selection Process

  The Subrecipient shall undertake to insure that all subcontracts let in the performance of this
  Agreement shall be awarded on a fair and open competition basis. Executed copies of all
  subcontracts shall be forwarded to the Grantee along with documentation concerning the
  selection process.

3. Hatch Act

The Subrecipient agrees that no funds provided, nor personnel employed under the contract, shall
be in any way or to any extent engaged in the conduct of political activities in violation of Chapter
15 of Title V United States Code.

4. Conflict of Interest

The Subrecipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of
interest, and covenants that it presently has no financial interest and shall not acquire any financial
interest, direct or indirect, which would conflict in any manner or degree with the performance of
services required under this Agreement. The Subrecipient further covenants that in the
performance of this agreement no person having such a financial interest shall be employed or
retained by the Subrecipient hereunder. These conflict of interest provisions apply to any person
                                        Exhibit L – page 11 of 13


     who is an employee, agent, consultant, officer, or elected official or appointed official of the
     Grantee, or of any designated public agencies or subrecipients which are receiving funds under the
     CDBG Entitlement program.

     5. Lobbying

     The Subrecipient hereby certifies that:

          a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of Congress, or an employee of a Member of
          Congress in connection with the awarding of any Federal contract, the making of any Federal
          grant, the making of any Federal loan, the entering into of any cooperative agreement, and
          the extension, continuation, renewal, amendment, or modification of any Federal contract,
          grant, loan, or cooperative agreement;

          b. If any funds other than Federal appropriated funds have been paid or will be paid to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of congress, or an employee of a Member of
          Congress in connection with this Federal Contract, grant, loan, or cooperative agreement, it
          will complete and submit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in
          accordance with its instructions;

          c. It will require that the language of paragraph (d) of this certification be included in the
          award documents for all sub awards at all tiers (including subcontracts, subgrants, and
          contracts under grants, loans, and cooperative agreements) and that all subrecipients shall
          certify and disclose accordingly; and

          d. Lobbying Certification - Paragraph d

          This certification is a material representation of fact upon which reliance was placed when
          this transaction was made or entered into. Submission of this certification is a prerequisite
          for making or entering into this transaction imposed by section 1362, title 31, U.S. Code.
          Any person who fails to file the required certification shall be subject to a civil penalty of not
          less than $10,000 and not more than $100,000 for each such failure.

     6. Copyright

     If this contract results in any copyrightable material or inventions, the Grantee and/or grantor
     agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce,
     publish or otherwise use and to authorize others to use, the work or materials for government
     purposes.

7. Religious Organization

     The Subrecipient agrees that funds provided under this contract will not be utilized for religious
     activities, to promote religious interests, or for the benefit of a religious organization in accordance
     with the Federal regulations specified in 24 CFR 570.200(j).
                                       Exhibit L – page 12 of 13



X. SEVERABILITY

     If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
     affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.


                City of Lewisville                                        SPAN, Inc.


By:_____________________________________              By:______________________________________
          Claude King, City Manager                       Amanda Franklin, Chief Executive Officer


Attest:___________________________________
            Julie Heinze, City Secretary


APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
________________________________________
        Lizbeth Plaster, City Attorney
                                      Exhibit L – page 13 of 13


                                  Attachment A - Program Summary

The Congregate Meals provides both nutrition and socialization; the home-delivered meals provides
nutrition and contact/support for home-bound elderly community members.

                                 Attachment B - Program Time Line

                       OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

The grant award is made for a one-year period.


                                  Attachment C – Scope of Services

 A.      Targeted Lewisville (Unduplicated) Clients: 200

 B.      Service Unit 1: Provide 1,500 congregate meal(s). Each congregate meal(s) will be reimbursed
         at a rate of $7.80 not to exceed $20,000 for entire contract.

 C.      Service Unit 2: Provide 16,000 home delivered meal(s). Each home delivered meal(s) will be
         reimbursed at a rate of $7.80 not to exceed $20,000 for the entire contract.



                                 Attachment D – Outcome Measures

   A. Intermediate
          1. 85 percent to enjoy meals and socialization.
   B. Long-term
          1. 70 percent to cope better with feeling isolated and enjoy better physical and mental
             health.

   C. H.U.D. Mandated Performance Measure – the following objective and outcome designated for
      SPAN, Inc. will be used by the City in reporting public service activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Affordability
                                        Exhibit M – page 1 of 13


Resolution No. ___________

STATE OF TEXAS               §

COUNTY OF DENTON                    §

AGREEMENT BETWEEN THE CITY OF LEWISVILLE
AND
DAY STAY FOR ADULTS
FOR
ADULT DAY STAY PROGRAM

THIS AGREEMENT entered this 1st day of October, 2010 by and between the City of Lewisville
(herein called the “Grantee”) and DAY STAY FOR ADULTS (herein called the “Subrecipient”).

WHEREAS, the City of Lewisville has applied for and notified that it will receive grant monies from the
United States Government under Title I of the Housing and Community Development Act of 1974,
Public Law 93-383; and

WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds:

NOW, THEREFORE, it is agreed between the parties hereto that;

I. SCOPE OF SERVICES

  A. Activities

  The Subrecipient will be responsible for administering a CDBG 2010 Plan Year Adult Day Care
  Program in a manner satisfactory to the Grantee and consistent with any standards required as a
  condition of providing these funds. Such program will include activities described in “Attachment A
  - Program Summary including Levels of Accomplishment”

  B. National Objectives

  The Subrecipient certifies that the activities carried out with funds provided under this Agreement
  will meet the CDBG program’s National Objectives as defined in the requirements of 24 CFR Part
  570.208 (a) (2) (A) benefit low/moderate income persons. Activities that exclusively serves a group
  of persons in any one or a combination of the following categories may be presumed to benefit
  persons, 51 percent of whom are low-and moderate-income: abused children, battered spouses,
  elderly persons, adults meeting the Bureau of Census’ Current Population Reports definition of
  “severely disabled, “homeless persons, illiterate adults, persons living with AIDS, and migrant farm
  workers. Grantee has applicable volumes of 24 CFR pertinent to this Agreement for review or
  reproduction.

II. TIME OF PERFORMANCE

  Services of the Subrecipient shall start on the 1st day of October, 2010 and end on the 30th day of
  September, 2011. Subrecipient will act in accordance with “Attachment B - Program Time Line”.
                                       Exhibit M – page 2 of 13



III. BUDGET

  The Subrecipient shall operate fiscally within the Scope of Services - “Attachment C”. It is expressly
  understood and agreed that repayment shall be based on a cost per service unit delivered for services
  provided in the previous quarter.

  The Grantee may require a more detailed budget breakdown than the one contained herein, and the
  Subrecipient shall provide supplementary budget information in a timely fashion in the form and
  content prescribed by the Grantee. Any amendments to the scope of services for cost per service unit
  delivery must be approved in writing by the Grantee and the Subrecipient.

IV. PAYMENT

  It is expressly agreed and understood that the total amount to be paid by the Grantee under this
  contract shall not exceed $8,765. Draw downs for the payment of eligible expenses shall be made
  against the line item budgets specified in paragraph III herein and in accordance with performance.
  Increases or decreases in budget line items must be approved by the Grantee in writing.

  Payments may be contingent upon certification of the Subrecipient’s financial management system in
  accordance with the standards specified in OMB Circular A-110 (grantee has copy available for
  review or reproduction).

  Failure to meet the contracted service unit goal by the end of the contract term could result in
  reimbursement of less than the full grant award of this contract. Exceptions may be made on a case-
  by-case basis, subject to Grantee approval.

V. NOTICES

   Communication and details concerning this contract shall be directed to the following
representatives:

              Grantee                                      Subrecipient

  Sheena Jackson, CDBG Program Specialist             Erin Strain, Executive Director
  City of Lewisville                                  DAY STAY FOR ADULTS
  151 West Church Street
  P.O. Box 299002
  Lewisville, TX 75029                                Fed. I.D. #75-248-0904
  (972) 219-5026                                      4845 S I-35 E, Suite 100
  Fax (972) 219-3698                                  Corinth, TX 76210
  Email: sjackson@cityoflewisville.com                (940) 591-8793
                                                      Fax (940) 269-4243



VI. SPECIAL CONDITIONS
                                      Exhibit M – page 3 of 13


 Subrecipient will not commingle CDBG monies with any other funds in any manner which would
 prevent the Grantee from readily identifying expenditures for operation of the Program. Furthermore,
 subrecipients will be required to report homeless data for the Denton County Homeless Management
 Information System.

VII. GENERAL CONDITIONS

 A. General Compliance

 The Subrecipient agrees to comply with the requirements of the Code of Federal Regulations (CFR),
 Part 570 of the Housing and Urban Development (HUD) regulations (Grantee has copy available for
 review or reproduction) concerning Community Development Block Grants (CDBG). The
 Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations,
 and policies governing the funds provided under this contract. The Subrecipient further agrees to
 utilize funds available under this Agreement to supplement rather than supplant funds otherwise
 available.

 B. “Independent Contractor”

 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating
 or establishing the relationship of employer/employee between the parties. The Subrecipient shall at
 all times remain an “independent contractor” with respect to the services to be performed under this
 Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA,
 retirement, life and/or medical insurance and Workers’ Compensation Insurance as the Subrecipient
 is an independent subrecipient.

 C. Hold Harmless

 The Subrecipient shall hold harmless, defend, and indemnify the Grantee from any and all claims,
 actions, suits, charges and judgments whatsoever that arise out of the Subrecipient’s performance or
 nonperformance of the services or subject matter called for in the Agreement.

 D. Workers’ Compensation

 The Subrecipient shall provide Workers’ Compensation Insurance coverage or its equivalent for all of
 its employees involved in the performance of this contract.

 E. Insurance & Bonding

 The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to
 theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond
 covering all employees in an amount equal to cash advances from the Grantee.

 The Subrecipient shall comply with the bonding and insurance requirements of OMB Circular A-110
 (grantee has a copy available for review or reproduction).
 F. Grantor Recognition
                                      Exhibit M – page 4 of 13


 The Subrecipient shall insure recognition of the role of the grantor agency in providing services
 through this contract. All activities, facilities and items utilized pursuant to this contract shall be
 prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the
 support provided herein in all publications made possible with funds made available under this
 contract.

 G. Amendments

 The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments
 make specific reference to this Agreement, and are executed in writing, signed by a duly authorized
 representative of both organizations, and approved by the Grantee’s governing body. Such
 amendments shall not invalidate this agreement, nor relieve or release the Grantee or Subrecipient
 from its obligations under the Agreement.

 The Grantee may, in its discretion, amend this Agreement to confirm with Federal, state or local
 governmental guidelines, policies and available funding amounts, or for other reasons. If such
 amendments result in a change of funding, the scope of services, or schedule of the activities to be
 underwritten as part of this Agreement, such modifications will be incorporated only by written
 amendment signed by both Grantee and Subrecipient.

 H. Suspension or Termination

 Either party may terminate this contract at any time by giving written notice to the other party of such
 termination and specifying the effective date thereof at least 30 days before the effective date of such
 termination. Partial terminations of the Scope of Service in Paragraph I.A above may only be
 undertaken with the prior approval of the Grantee. In the event of any termination for convenience,
 all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or
 other materials prepared by the Subrecipient under this Agreement shall, at the option of the Grantee,
 become the property of the Grantee, and the Subrecipient shall be entitled to receive just and
 equitable compensation for any satisfactory work completed on such documents or materials prior to
 the termination.

 The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Subrecipient
 materially fails to comply with any term of this Agreement, or with any of the rules, regulations or
 provisions referred to herein; and the Grantee may declare the Subrecipient ineligible for any further
 participation in the Grantee’s contracts, in addition to other remedies as provided by law. In the
 event there is probable cause to believe the Subrecipient is in noncompliance with any applicable
 rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until
 such time as the Subrecipient is found to be in compliance by the Grantee, or is otherwise adjudicated
 to be in compliance.

VIII. ADMINISTRATIVE REQUIREMENTS
  A. Financial Management


      1. Accounting Standards
                                    Exhibit M – page 5 of 13


   The Subrecipient agrees to comply with the financial management requirements of OMB
   Circular A-110 (grantee has a copy available for review or reproduction) and agrees to adhere to
   the accounting principles and procedures required therein, utilize adequate internal controls, and
   maintain necessary source documentation for all costs incurred.

   2. Cost Principles

   The Subrecipient shall administer its program in conformance with OMB Circulars A-122, “Cost
   Principles for Non-Profit Organizations,” or A-21, “Cost Principles for Educational
   Instructions,” as applicable (grantee has copies available for reproduction or review). These
   principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

B. Documentation and Record-Keeping

   1. Records to be Maintained

   The Subrecipient shall maintain all records required by the Federal regulations specified in 24
   CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such
   records shall include but not be limited to:

          a. Records providing a full description of each activity undertaken;
          b. Records demonstrating that each activity undertaken meet one of the National
             Objectives of the CDBG program;
          c. Records required to determine the eligibility of the activities;
          d. Records required to document the acquisition, improvement, use or disposition of real
             property acquired or improved with CDBG assistance;
          e. Records documenting compliance with the fair housing and equal opportunity
             components of the CDBG Program including data on the extent to which each racial
             and ethnic group and single-headed households have applied for, participated in, or
             benefited from, any program or activity funded in whole or in part with CDBG funds;
          f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-110;
          g. Other records necessary to document compliance with Subpart K of 24 CFR 570.

   2. Retention

   The Subrecipient shall retain all records pertinent to expenditures incurred under this contract for
   a period of four (4) years from the date of submission of the annual performance and evaluation
   report as required by 24 CFR 570.502. Records for non-expendable property acquired with
   funds under this contract shall be retained for four (4) years after final disposition of such
   property. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other
   actions that involve any of the records cited and that have started before the expiration of the
   four-year period, then such records must be retained until completion of the actions and
   resolution of all issues, or the expiration of the four-year period, whichever occurs first.


   3. Client Data
                                Exhibit M – page 6 of 13


The Subrecipient shall maintain client data demonstrating client eligibility for services provided.
Such data shall include, but not be limited to, client name, address, income level or other basis
for determining eligibility, and description of service provided. Such information shall be made
available to Grantee monitors or their designees for review upon request.

4. Disclosure

The Subrecipient understands that client information collected under this contract is private and
the use or disclosure of such information, when not directly connected with the administration of
the Grantee’s or Subrecipient’s responsibilities with respect to services provided under this
contract, is prohibited unless written consent is obtained from such person receiving service and,
in the case of a minor, that of a responsible parent/guardian.

5. Close-Outs

The Subrecipients obligation to the Grantee shall not end until all close-out requirements are
completed. Activities during this close-out period shall include, but are not limited to: making
final payments, disposing of program assets (including the return of all unused materials,
equipment, unspent cash advances, program income balances, and accounts receivable to the
Grantee), and determining the custodianship of records.

6. Audits & Inspections

All Subrecipient’s records with respect to any matters covered by this Agreement shall be made
available to the Grantee, grantor agency, their designees or the Federal Government, at any time
during normal business hours, as often as the Grantee or grantor agency deems necessary, to
audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in
audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the
Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will
constitute a violation of this contract and may result in the withholding of future payments. The
Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current
Grantee policy concerning recipient audits and, as applicable. OMB Circular A-133 (grantee has
copy available for review or reproduction).

7. Monitoring

The Subrecipient agrees to participate in the implementation of the programmatic and fiscal
requirements outlined in the City of Lewisville CDBG Subrecipient Monitoring Guidebook. The
Agency agrees to make available its financial records for review by the City at the City’s
discretion. In addition, the Agency agrees to provide the City the following data and/or reports
no later than the 15th of the month following the reimbursement period:
A.      Performance Objectives Report
B.      Client Data Summary Report
C.      Population Served Report
D.      Request for Reimbursement
Multiple failures to submit timely reports will be reflected in the Agency file and may be
considered during the renewal process.
                                    Exhibit M – page 7 of 13


C. Reporting and Payment Procedures

    1. Program Income

    The Subrecipient shall report monthly all program income as defined in 24 CFR 570.500(a)
    generated by activities carried out with CDBG funds made available under this contract. The use
    of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR
    570.504. By way of further limitations, the Subrecipient may use such income during the
    contract period for activities permitted under this contract and shall reduce requests for
    additional funds by the amount of such program income balances on hand. All unused program
    income shall be returned to the Grantee at the end of the contract period. Any interest earned on
    cash advances from the U.S. Treasury is not program income and shall be remitted promptly to
    the Grantee.

    2. Indirect Costs

    If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for
    determining the appropriate Subrecipient’s share of administrative costs and shall submit such
    plan to the Grantee for approval, in a form specified by the Grantee.

    3. Payment Procedures

    The Grantee will pay the Subrecipient funds available under this contract based upon
    information submitted by the Subrecipient and consistent with any approved budget and Grantee
    policy concerning payments. With the exception of certain advances, payments will be made for
    eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash
    requirements. Payments will be adjusted by the Grantee in accordance with advance fund and
    program income balances available in Subrecipient accounts. In addition, the Grantee reserves
    the right to liquidate funds available under this contract for costs incurred by the Grantee on
    behalf of the Subrecipient.

    4. Progress Reports

    The Subrecipient shall submit the following Monthly Activity Summary Reports: CDBG
    Request for Reimbursement Form and subsequent back-up documentation, Performance
    Objectives Report, Population Served Report, and CDBG Client Data Summary Report to the
    City of Lewisville Community Development Department no later than the 15th of each month.

    5. Procurement

      1. Compliance

      The Subrecipient shall comply with current Grantee policy concerning the purchase of
      equipment and shall maintain inventory records of all non-expendable personal property as
      defined by such policy as may be procured with funds provided herein. All program assets
      (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon
      termination of this contract.
                                        Exhibit M – page 8 of 13


         2. OMB Standards

         The Subrecipient shall procure all materials, property, or services in accordance with the
         requirements of OMB Circular A-110. Procurement Standards, and shall subsequently follow
         the Property Management Standards as modified by 24 CFR 570.502(B)(6), covering
         utilization and disposal of property.

         3. Reversion of Assets

         Upon its expiration the Subrecipient shall transfer to the City of Lewisville any CDBG funds
         on hand at the time of expiration and any accounts receivable attributable to the use of the
         CDBG funds. Also, any real property under the Subrecipient’s control that was acquired or
         improved in whole or in part with CDBG funds in excess of $25,000 is either:

              a. Used to meet the national objective stated under Section 1, Part A until five years
                 after expiration of this agreement, or such longer period of time as determined
                 appropriate by the City of Lewisville, or
              b. Is disposed of in a manner which results in the City of Lewisville being reimbursed in
                 the amount of the current fair market value of the property less any portion thereof
                 attributable to expenditures of non-CDBG funds for acquisition of, or improvement
                 to, the property. Such reimbursement is not required after the period of time
                 specified in accordance with (1) above.

         4. Travel

         The Subrecipient shall obtain written approval from the Grantee for any travel outside the
         metropolitan area with funds provided under this contract.

IX. Personal & Participant Conditions

  A. Civil Rights

     1. Compliance

     The Subrecipient agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title
     VII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title 1 of the
     Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation
     Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975,
     Executive Order 11063, and with Executive Order 11246 as Amended by Executive Orders 11375
     and 12086. Grantee has copies of applicable compliance documents for review or reproduction.

     2. Nondiscrimination

     The Subrecipient will not discriminate against any employee or applicant for employment because
     of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age,
     marital/family status, or status with regard to public assistance. The Subrecipient will take
     affirmative action to ensure that all employment practices are free from such discrimination. Such
     employment practices include but are not limited to the following: hiring, upgrading, demotion,
                                    Exhibit M – page 9 of 13


  transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of
  compensation, and selection for training, including apprenticeship. The Subrecipient agrees to
  post in conspicuous places, available to employees and applicants for employment, notices to be
  provided by the contracting agency setting forth the provisions of this nondiscrimination clause.

  3. Section 504

  The Subrecipient agrees to comply with any Federal regulations issued pursuant to compliance
  with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), which prohibits discrimination
  against the handicapped in any Federally assisted program. The Grantee shall provide the
  Subrecipient with any guidelines necessary for compliance with that portion of the regulations in
  force during the term of this contract.

B. Equal Employment Opportunity

  1. W/MBE

  The Subrecipient will use its best efforts to afford minority- and women-owned business
  enterprises the maximum practicable opportunity to participate in the performance of the contract.
  As used in this contract, the term “minority and female owned business enterprise” means a
  business at least fifty-one (51) percent owned and controlled by minority group members or
  women. For the purpose of this definition, “minority group members” are African-Americans,
  Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and
  American Indians. The Subrecipient may rely on written representations by business regarding
  their status as minority and female business enterprises in lieu of an independent investigation.

  2. Access to Records

  The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish
  all information and reports required hereunder and will permit access to its books, records and
  accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of
  investigation to ascertain compliance with the rules, regulations and provisions stated herein.

  3. EEO Statement

  The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf
  of the Subrecipient, state that it is an Equal Opportunity employer.

C. Employment Restrictions

  1. Prohibited Activity

  The Subrecipient is prohibited from using funds provided herein or personnel employed in the
  administration of the program for political activities; sectarian or religious activities; lobbying,
  political patronage, and nepotism activities.

D. Conduct
                                  Exhibit M – page 10 of 13


1. Assignability

The Subrecipient shall not assign or transfer any interest in this contract without the prior written
consent of the Grantee thereto; provided, however, that claims for money due or to become due to
the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or transfer shall
be furnished promptly to the Grantee.

2. Subcontracts

  a. Approvals

  The Subrecipient shall not enter into any subcontracts with any agency or individual in the
  performance of this contract without written consent of the Grantee prior to the execution of
  such agreement.

  b. Monitoring

  The Subrecipient will monitor all subcontracted services on a regular basis to assure contract
  compliance. Results of monitoring efforts shall be summarized in written reports and supported
  with documented evidence of follow-up actions taken to correct areas of noncompliance.

  c. Content

  The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in
  and made a part of any subcontract executed in the performance of this Agreement.

  d. Selection Process

  The Subrecipient shall undertake to insure that all subcontracts let in the performance of this
  Agreement shall be awarded on a fair and open competition basis. Executed copies of all
  subcontracts shall be forwarded to the Grantee along with documentation concerning the
  selection process.

3. Hatch Act

The Subrecipient agrees that no funds provided, nor personnel employed under the contract, shall
be in any way or to any extent engaged in the conduct of political activities in violation of Chapter
15 of Title V United States Code.

4. Conflict of Interest

The Subrecipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of
interest, and covenants that it presently has no financial interest and shall not acquire any financial
interest, direct or indirect, which would conflict in any manner or degree with the performance of
services required under this Agreement. The Subrecipient further covenants that in the
performance of this agreement no person having such a financial interest shall be employed or
retained by the Subrecipient hereunder. These conflict of interest provisions apply to any person
                                        Exhibit M – page 11 of 13


     who is an employee, agent, consultant, officer, or elected official or appointed official of the
     Grantee, or of any designated public agencies or subrecipients which are receiving funds under the
     CDBG Entitlement program.

     5. Lobbying

     The Subrecipient hereby certifies that:

          a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of Congress, or an employee of a Member of
          Congress in connection with the awarding of any Federal contract, the making of any Federal
          grant, the making of any Federal loan, the entering into of any cooperative agreement, and
          the extension, continuation, renewal, amendment, or modification of any Federal contract,
          grant, loan, or cooperative agreement;

          b. If any funds other than Federal appropriated funds have been paid or will be paid to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of congress, or an employee of a Member of
          Congress in connection with this Federal Contract, grant, loan, or cooperative agreement, it
          will complete and submit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in
          accordance with its instructions;

          c. It will require that the language of paragraph (d) of this certification be included in the
          award documents for all sub awards at all tiers (including subcontracts, subgrants, and
          contracts under grants, loans, and cooperative agreements) and that all subrecipients shall
          certify and disclose accordingly; and

          d. Lobbying Certification - Paragraph d

          This certification is a material representation of fact upon which reliance was placed when
          this transaction was made or entered into. Submission of this certification is a prerequisite
          for making or entering into this transaction imposed by section 1362, title 31, U.S. Code.
          Any person who fails to file the required certification shall be subject to a civil penalty of not
          less than $10,000 and not more than $100,000 for each such failure.

     6. Copyright

     If this contract results in any copyrightable material or inventions, the Grantee and/or grantor
     agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce,
     publish or otherwise use and to authorize others to use, the work or materials for government
     purposes.

7. Religious Organization

     The Subrecipient agrees that funds provided under this contract will not be utilized for religious
     activities, to promote religious interests, or for the benefit of a religious organization in accordance
     with the Federal regulations specified in 24 CFR 570.200(j).
                                       Exhibit M – page 12 of 13



X. SEVERABILITY

     If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
     affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.


                City of Lewisville                                DAYSTAY FOR ADULTS


By:_____________________________________              By:______________________________________
          Claude King, City Manager                           Erin Strain, Executive Director


Attest:___________________________________
            Julie Heinze, City Secretary


APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
________________________________________
        Lizbeth Plaster, City Attorney
                                       Exhibit M – page 13 of 13


                                  Attachment A - Program Summary

The Adult Day Care Program requests $8,765 to provide day care and caregiver relief to low-income,
meeting H.U.D.’s definition of presumed benefit, and functionally impaired adults.

                                  Attachment B - Program Time Line

                       OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

The grant award is made for a one-year period.

                                   Attachment C – Scope of Services

 A.      Targeted Lewisville (Unduplicated) Clients: 12

 B.      Service Unit 1: Provide 2,150 session(s). Each session(s) will be reimbursed at a rate of $15.05
         not to exceed $8,765 for the entire contract.


                                  Attachment D – Outcome Measures

   A. Intermediate
          1. 90 percent satisfaction rate on client survey.

   B. Long-term
         1. 50 percent of clients will achieve health stabilization.

   C. H.U.D. Mandated Performance Measure – the following objective and outcome designated for
      DAY STAY FOR ADULTS will be used by the City in reporting public service activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Affordability
                                        Exhibit N – page 1 of 13


Resolution No. ___________

STATE OF TEXAS               §

COUNTY OF DENTON                    §

AGREEMENT BETWEEN THE CITY OF LEWISVILLE
AND
HEALTH SERVICES OF NORTH TEXAS
FOR
NUTRITION CENTER PROGRAM


THIS AGREEMENT entered this 1st day of October, 2010 by and between the City of Lewisville
(herein called the “Grantee”) and HEALTH SERVICES OF NORTH TEXAS (herein called the
“Subrecipient”).

WHEREAS, the City of Lewisville has applied for and notified that it will receive grant monies from the
United States Government under Title I of the Housing and Community Development Act of 1974,
Public Law 93-383; and

WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds:

NOW, THEREFORE, it is agreed between the parties hereto that;

I. SCOPE OF SERVICES

  A. Activities

  The Subrecipient will be responsible for administering a CDBG 2010 Plan Year Nutrition Center
  Program in a manner satisfactory to the Grantee and consistent with any standards required as a
  condition of providing these funds. Such program will include activities described in “Attachment A
  - Program Summary including Levels of Accomplishment”

  B. National Objectives

  The Subrecipient certifies that the activities carried out with funds provided under this Agreement
  will meet the CDBG program’s National Objectives as defined in the requirements of 24 CFR Part
  570.208 (a) (2) (A) benefit low/moderate income persons. Activities that exclusively serves a group
  of persons in any one or a combination of the following categories may be presumed to benefit
  persons, 51 percent of whom are low-and moderate-income: abused children, battered spouses,
  elderly persons, adults meeting the Bureau of Census’ Current Population Reports definition of
  “severely disabled, “homeless persons, illiterate adults, persons living with AIDS, and migrant farm
  workers. Grantee has applicable volumes of 24 CFR pertinent to this Agreement for review or
  reproduction.

II. TIME OF PERFORMANCE
                                       Exhibit N – page 2 of 13


  Services of the Subrecipient shall start on the 1st day of October, 2010 and end on the 30th day of
  September, 2011. Subrecipient will act in accordance with “Attachment B - Program Time Line”.

III. BUDGET

  The Subrecipient shall operate fiscally within the Scope of Services - “Attachment C”. It is expressly
  understood and agreed that repayment shall be based on a cost per service unit delivered for services
  provided in the previous quarter.

  The Grantee may require a more detailed budget breakdown than the one contained herein, and the
  Subrecipient shall provide supplementary budget information in a timely fashion in the form and
  content prescribed by the Grantee. Any amendments to the scope of services for cost per service unit
  delivery must be approved in writing by the Grantee and the Subrecipient.

IV. PAYMENT

  It is expressly agreed and understood that the total amount to be paid by the Grantee under this
  contract shall not exceed $3,000. Draw downs for the payment of eligible expenses shall be made
  against the line item budgets specified in paragraph III herein and in accordance with performance.
  Increases or decreases in budget line items must be approved by the Grantee in writing.

  Payments may be contingent upon certification of the Subrecipient’s financial management system in
  accordance with the standards specified in OMB Circular A-110 (grantee has copy available for
  review or reproduction).

  Failure to meet the contracted service unit goal by the end of the contract term could result in
  reimbursement of less than the full grant award of this contract. Exceptions may be made on a case-
  by-case basis, subject to Grantee approval.

V. NOTICES

   Communication and details concerning this contract shall be directed to the following
representatives:

              Grantee                                      Subrecipient

  Sheena Jackson, CDBG Program Specialist             Ronald Aldridge, P.h.D., Executive Director
  City of Lewisville                                  HEALTH SERVICES OF NORTH TEXAS
  151 West Church Street
  P.O. Box 299002
  Lewisville, TX 75029-9002
  (972) 219-5026                                      Fed. I.D. # 75-225-2866
  Fax (972) 219-3698                                  4210 Mesa Drive
  Email: sjackson@cityoflewisville.com                Denton, TX 76207
                                                      (940) 381-1501
                                                      Fax (940) 566-8059
VI. SPECIAL CONDITIONS
                                      Exhibit N – page 3 of 13


 Subrecipient will not commingle CDBG monies with any other funds in any manner which would
 prevent the Grantee from readily identifying expenditures for operation of the Program. Furthermore,
 subrecipients will be required to report homeless data for the Denton County Homeless Management
 Information System.

VII. GENERAL CONDITIONS

 A. General Compliance

 The Subrecipient agrees to comply with the requirements of the Code of Federal Regulations (CFR),
 Part 570 of the Housing and Urban Development (HUD) regulations (Grantee has copy available for
 review or reproduction) concerning Community Development Block Grants (CDBG). The
 Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations,
 and policies governing the funds provided under this contract. The Subrecipient further agrees to
 utilize funds available under this Agreement to supplement rather than supplant funds otherwise
 available.

 B. “Independent Contractor”

 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating
 or establishing the relationship of employer/employee between the parties. The Subrecipient shall at
 all times remain an “independent contractor” with respect to the services to be performed under this
 Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA,
 retirement, life and/or medical insurance and Workers’ Compensation Insurance as the Subrecipient
 is an independent subrecipient.

 C. Hold Harmless

 The Subrecipient shall hold harmless, defend, and indemnify the Grantee from any and all claims,
 actions, suits, charges and judgments whatsoever that arise out of the Subrecipient’s performance or
 nonperformance of the services or subject matter called for in the Agreement.

 D. Workers’ Compensation

 The Subrecipient shall provide Workers’ Compensation Insurance coverage or its equivalent for all of
 its employees involved in the performance of this contract.

 E. Insurance & Bonding

 The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to
 theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond
 covering all employees in an amount equal to cash advances from the Grantee.

 The Subrecipient shall comply with the bonding and insurance requirements of OMB Circular A-110
 (grantee has a copy available for review or reproduction).

 F. Grantor Recognition
                                      Exhibit N – page 4 of 13


 The Subrecipient shall insure recognition of the role of the grantor agency in providing services
 through this contract. All activities, facilities and items utilized pursuant to this contract shall be
 prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the
 support provided herein in all publications made possible with funds made available under this
 contract.

 G. Amendments

 The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments
 make specific reference to this Agreement, and are executed in writing, signed by a duly authorized
 representative of both organizations, and approved by the Grantee’s governing body. Such
 amendments shall not invalidate this agreement, nor relieve or release the Grantee or Subrecipient
 from its obligations under the Agreement.

 The Grantee may, in its discretion, amend this Agreement to confirm with Federal, state or local
 governmental guidelines, policies and available funding amounts, or for other reasons. If such
 amendments result in a change of funding, the scope of services, or schedule of the activities to be
 underwritten as part of this Agreement, such modifications will be incorporated only by written
 amendment signed by both Grantee and Subrecipient.

 H. Suspension or Termination

 Either party may terminate this contract at any time by giving written notice to the other party of such
 termination and specifying the effective date thereof at least 30 days before the effective date of such
 termination. Partial terminations of the Scope of Service in Paragraph I.A above may only be
 undertaken with the prior approval of the Grantee. In the event of any termination for convenience,
 all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or
 other materials prepared by the Subrecipient under this Agreement shall, at the option of the Grantee,
 become the property of the Grantee, and the Subrecipient shall be entitled to receive just and
 equitable compensation for any satisfactory work completed on such documents or materials prior to
 the termination.

 The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Subrecipient
 materially fails to comply with any term of this Agreement, or with any of the rules, regulations or
 provisions referred to herein; and the Grantee may declare the Subrecipient ineligible for any further
 participation in the Grantee’s contracts, in addition to other remedies as provided by law. In the
 event there is probable cause to believe the Subrecipient is in noncompliance with any applicable
 rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until
 such time as the Subrecipient is found to be in compliance by the Grantee, or is otherwise adjudicated
 to be in compliance.

VIII. ADMINISTRATIVE REQUIREMENTS
  A. Financial Management


      1. Accounting Standards
                                    Exhibit N – page 5 of 13


   The Subrecipient agrees to comply with the financial management requirements of OMB
   Circular A-110 (grantee has a copy available for review or reproduction) and agrees to adhere to
   the accounting principles and procedures required therein, utilize adequate internal controls, and
   maintain necessary source documentation for all costs incurred.

   2. Cost Principles

   The Subrecipient shall administer its program in conformance with OMB Circulars A-122, “Cost
   Principles for Non-Profit Organizations,” or A-21, “Cost Principles for Educational
   Instructions,” as applicable (grantee has copies available for reproduction or review). These
   principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

B. Documentation and Record-Keeping

   1. Records to be Maintained

   The Subrecipient shall maintain all records required by the Federal regulations specified in 24
   CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such
   records shall include but not be limited to:

          a. Records providing a full description of each activity undertaken;
          b. Records demonstrating that each activity undertaken meet one of the National
             Objectives of the CDBG program;
          c. Records required to determine the eligibility of the activities;
          d. Records required to document the acquisition, improvement, use or disposition of real
             property acquired or improved with CDBG assistance;
          e. Records documenting compliance with the fair housing and equal opportunity
             components of the CDBG Program including data on the extent to which each racial
             and ethnic group and single-headed households have applied for, participated in, or
             benefited from, any program or activity funded in whole or in part with CDBG funds;
          f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-110;
          g. Other records necessary to document compliance with Subpart K of 24 CFR 570.

   2. Retention

   The Subrecipient shall retain all records pertinent to expenditures incurred under this contract for
   a period of four (4) years from the date of submission of the annual performance and evaluation
   report as required by 24 CFR 570.502. Records for non-expendable property acquired with
   funds under this contract shall be retained for four (4) years after final disposition of such
   property. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other
   actions that involve any of the records cited and that have started before the expiration of the
   four-year period, then such records must be retained until completion of the actions and
   resolution of all issues, or the expiration of the four-year period, whichever occurs first.


   3. Client Data
                                 Exhibit N – page 6 of 13


The Subrecipient shall maintain client data demonstrating client eligibility for services provided.
Such data shall include, but not be limited to, client name, address, income level or other basis
for determining eligibility, and description of service provided. Such information shall be made
available to Grantee monitors or their designees for review upon request.

4. Disclosure

The Subrecipient understands that client information collected under this contract is private and
the use or disclosure of such information, when not directly connected with the administration of
the Grantee’s or Subrecipient’s responsibilities with respect to services provided under this
contract, is prohibited unless written consent is obtained from such person receiving service and,
in the case of a minor, that of a responsible parent/guardian.

5. Close-Outs

The Subrecipients obligation to the Grantee shall not end until all close-out requirements are
completed. Activities during this close-out period shall include, but are not limited to: making
final payments, disposing of program assets (including the return of all unused materials,
equipment, unspent cash advances, program income balances, and accounts receivable to the
Grantee), and determining the custodianship of records.

6. Audits & Inspections

All Subrecipient’s records with respect to any matters covered by this Agreement shall be made
available to the Grantee, grantor agency, their designees or the Federal Government, at any time
during normal business hours, as often as the Grantee or grantor agency deems necessary, to
audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in
audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the
Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will
constitute a violation of this contract and may result in the withholding of future payments. The
Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current
Grantee policy concerning recipient audits and, as applicable. OMB Circular A-133 (grantee has
copy available for review or reproduction).

7. Monitoring

The Subrecipient agrees to participate in the implementation of the programmatic and fiscal
requirements outlined in the City of Lewisville CDBG Subrecipient Monitoring Guidebook. The
Agency agrees to make available its financial records for review by the City at the City’s
discretion. In addition, the Agency agrees to provide the City the following data and/or reports
no later than the 15th of the month following the reimbursement period:
A.      Performance Objectives Report
B.      Client Data Summary Report
C.      Population Served Report
D.      Request for Reimbursement
Multiple failures to submit timely reports will be reflected in the Agency file and may be
considered during the renewal process.
                                    Exhibit N – page 7 of 13


C. Reporting and Payment Procedures

    1. Program Income

    The Subrecipient shall report monthly all program income as defined in 24 CFR 570.500(a)
    generated by activities carried out with CDBG funds made available under this contract. The use
    of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR
    570.504. By way of further limitations, the Subrecipient may use such income during the
    contract period for activities permitted under this contract and shall reduce requests for
    additional funds by the amount of such program income balances on hand. All unused program
    income shall be returned to the Grantee at the end of the contract period. Any interest earned on
    cash advances from the U.S. Treasury is not program income and shall be remitted promptly to
    the Grantee.

    2. Indirect Costs

    If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for
    determining the appropriate Subrecipient’s share of administrative costs and shall submit such
    plan to the Grantee for approval, in a form specified by the Grantee.

    3. Payment Procedures

    The Grantee will pay the Subrecipient funds available under this contract based upon
    information submitted by the Subrecipient and consistent with any approved budget and Grantee
    policy concerning payments. With the exception of certain advances, payments will be made for
    eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash
    requirements. Payments will be adjusted by the Grantee in accordance with advance fund and
    program income balances available in Subrecipient accounts. In addition, the Grantee reserves
    the right to liquidate funds available under this contract for costs incurred by the Grantee on
    behalf of the Subrecipient.

    4. Progress Reports

    The Subrecipient shall submit the following Monthly Activity Summary Reports: CDBG
    Request for Reimbursement Form and subsequent back-up documentation, Performance
    Objectives Report, Population Served Report, and CDBG Client Data Summary Report to the
    City of Lewisville Community Development Department no later than the 15th of each month.

    5. Procurement

      1. Compliance

      The Subrecipient shall comply with current Grantee policy concerning the purchase of
      equipment and shall maintain inventory records of all non-expendable personal property as
      defined by such policy as may be procured with funds provided herein. All program assets
      (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon
      termination of this contract.
                                        Exhibit N – page 8 of 13


         2. OMB Standards

         The Subrecipient shall procure all materials, property, or services in accordance with the
         requirements of OMB Circular A-110. Procurement Standards, and shall subsequently follow
         the Property Management Standards as modified by 24 CFR 570.502(B)(6), covering
         utilization and disposal of property.

         3. Reversion of Assets

         Upon its expiration the Subrecipient shall transfer to the City of Lewisville any CDBG funds
         on hand at the time of expiration and any accounts receivable attributable to the use of the
         CDBG funds. Also, any real property under the Subrecipient’s control that was acquired or
         improved in whole or in part with CDBG funds in excess of $25,000 is either:

              a. Used to meet the national objective stated under Section 1, Part A until five years
                 after expiration of this agreement, or such longer period of time as determined
                 appropriate by the City of Lewisville, or
              b. Is disposed of in a manner which results in the City of Lewisville being reimbursed in
                 the amount of the current fair market value of the property less any portion thereof
                 attributable to expenditures of non-CDBG funds for acquisition of, or improvement
                 to, the property. Such reimbursement is not required after the period of time
                 specified in accordance with (1) above.

         4. Travel

         The Subrecipient shall obtain written approval from the Grantee for any travel outside the
         metropolitan area with funds provided under this contract.

IX. Personal & Participant Conditions

  A. Civil Rights

     1. Compliance

     The Subrecipient agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title
     VII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title 1 of the
     Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation
     Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975,
     Executive Order 11063, and with Executive Order 11246 as Amended by Executive Orders 11375
     and 12086. Grantee has copies of applicable compliance documents for review or reproduction.

     2. Nondiscrimination

     The Subrecipient will not discriminate against any employee or applicant for employment because
     of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age,
     marital/family status, or status with regard to public assistance. The Subrecipient will take
     affirmative action to ensure that all employment practices are free from such discrimination. Such
     employment practices include but are not limited to the following: hiring, upgrading, demotion,
                                     Exhibit N – page 9 of 13


  transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of
  compensation, and selection for training, including apprenticeship. The Subrecipient agrees to
  post in conspicuous places, available to employees and applicants for employment, notices to be
  provided by the contracting agency setting forth the provisions of this nondiscrimination clause.

  3. Section 504

  The Subrecipient agrees to comply with any Federal regulations issued pursuant to compliance
  with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), which prohibits discrimination
  against the handicapped in any Federally assisted program. The Grantee shall provide the
  Subrecipient with any guidelines necessary for compliance with that portion of the regulations in
  force during the term of this contract.

B. Equal Employment Opportunity

  1. W/MBE

  The Subrecipient will use its best efforts to afford minority- and women-owned business
  enterprises the maximum practicable opportunity to participate in the performance of the contract.
  As used in this contract, the term “minority and female owned business enterprise” means a
  business at least fifty-one (51) percent owned and controlled by minority group members or
  women. For the purpose of this definition, “minority group members” are African-Americans,
  Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and
  American Indians. The Subrecipient may rely on written representations by business regarding
  their status as minority and female business enterprises in lieu of an independent investigation.

  2. Access to Records

  The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish
  all information and reports required hereunder and will permit access to its books, records and
  accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of
  investigation to ascertain compliance with the rules, regulations and provisions stated herein.

  3. EEO Statement

  The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf
  of the Subrecipient, state that it is an Equal Opportunity employer.

C. Employment Restrictions

  1. Prohibited Activity

  The Subrecipient is prohibited from using funds provided herein or personnel employed in the
  administration of the program for political activities; sectarian or religious activities; lobbying,
  political patronage, and nepotism activities.

D. Conduct
                                   Exhibit N – page 10 of 13


1. Assignability

The Subrecipient shall not assign or transfer any interest in this contract without the prior written
consent of the Grantee thereto; provided, however, that claims for money due or to become due to
the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or transfer shall
be furnished promptly to the Grantee.

2. Subcontracts

  a. Approvals

  The Subrecipient shall not enter into any subcontracts with any agency or individual in the
  performance of this contract without written consent of the Grantee prior to the execution of
  such agreement.

  b. Monitoring

  The Subrecipient will monitor all subcontracted services on a regular basis to assure contract
  compliance. Results of monitoring efforts shall be summarized in written reports and supported
  with documented evidence of follow-up actions taken to correct areas of noncompliance.

  c. Content

  The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in
  and made a part of any subcontract executed in the performance of this Agreement.

  d. Selection Process

  The Subrecipient shall undertake to insure that all subcontracts let in the performance of this
  Agreement shall be awarded on a fair and open competition basis. Executed copies of all
  subcontracts shall be forwarded to the Grantee along with documentation concerning the
  selection process.

3. Hatch Act

The Subrecipient agrees that no funds provided, nor personnel employed under the contract, shall
be in any way or to any extent engaged in the conduct of political activities in violation of Chapter
15 of Title V United States Code.

4. Conflict of Interest

The Subrecipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of
interest, and covenants that it presently has no financial interest and shall not acquire any financial
interest, direct or indirect, which would conflict in any manner or degree with the performance of
services required under this Agreement. The Subrecipient further covenants that in the
performance of this agreement no person having such a financial interest shall be employed or
retained by the Subrecipient hereunder. These conflict of interest provisions apply to any person
                                        Exhibit N – page 11 of 13


     who is an employee, agent, consultant, officer, or elected official or appointed official of the
     Grantee, or of any designated public agencies or subrecipients which are receiving funds under the
     CDBG Entitlement program.

     5. Lobbying

     The Subrecipient hereby certifies that:

          a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of Congress, or an employee of a Member of
          Congress in connection with the awarding of any Federal contract, the making of any Federal
          grant, the making of any Federal loan, the entering into of any cooperative agreement, and
          the extension, continuation, renewal, amendment, or modification of any Federal contract,
          grant, loan, or cooperative agreement;

          b. If any funds other than Federal appropriated funds have been paid or will be paid to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of congress, or an employee of a Member of
          Congress in connection with this Federal Contract, grant, loan, or cooperative agreement, it
          will complete and submit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in
          accordance with its instructions;

          c. It will require that the language of paragraph (d) of this certification be included in the
          award documents for all sub awards at all tiers (including subcontracts, subgrants, and
          contracts under grants, loans, and cooperative agreements) and that all subrecipients shall
          certify and disclose accordingly; and

          d. Lobbying Certification - Paragraph d

          This certification is a material representation of fact upon which reliance was placed when
          this transaction was made or entered into. Submission of this certification is a prerequisite
          for making or entering into this transaction imposed by section 1362, title 31, U.S. Code.
          Any person who fails to file the required certification shall be subject to a civil penalty of not
          less than $10,000 and not more than $100,000 for each such failure.

     6. Copyright

     If this contract results in any copyrightable material or inventions, the Grantee and/or grantor
     agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce,
     publish or otherwise use and to authorize others to use, the work or materials for government
     purposes.

7. Religious Organization

     The Subrecipient agrees that funds provided under this contract will not be utilized for religious
     activities, to promote religious interests, or for the benefit of a religious organization in accordance
     with the Federal regulations specified in 24 CFR 570.200(j).
                                       Exhibit N – page 12 of 13



X. SEVERABILITY

     If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
     affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.


                City of Lewisville                       HEALTH SERVICES OF NORTH TEXAS


By:_____________________________________              By:______________________________________
          Claude King, City Manager                      Ronald Aldridge, P.h.D., Executive Director


Attest:___________________________________
            Julie Heinze, City Secretary


APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
________________________________________
        Lizbeth Plaster, City Attorney
                                       Exhibit N – page 13 of 13


                                  Attachment A - Program Summary

The Nutrition Center provides nutrition services to Lewisville residents. “Pantry visits” include access
to vital high-quality protein and nutritious foods to promote healthy immune systems and increase
medication effectiveness for persons living with HIV.

                                  Attachment B - Program Time Line

                       OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

The grant award is made for a one-year period.

                                  Attachment C – Scope of Services

 A.      Targeted Lewisville (Unduplicated) Clients: 25

 B.      Service Unit 1: Provide 640 pantry shop(s). Each pantry shop(s) will be reimbursed at a rate of
         $38.51 not to exceed $3,000 for the entire contract.


                                  Attachment D – Outcome Measures

   A. Intermediate
          1. At least 10% of clients will show a decrease in expense for food and/or personal
             products.

   B. Long-term
         1. At least 5% of clients will demonstrate an increase in adherence to prescribed medical
             therapies.

   C. H.U.D. Mandated Performance Measure – the following objective and outcome designated for
      HEALTH SERVICES OF NORTH TEXAS will be used by the City in reporting public service
      activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Affordability
                                          Exhibit O – page 1 of 13


Resolution No. ___________

STATE OF TEXAS                §

COUNTY OF DENTON                      §

AGREEMENT BETWEEN THE CITY OF LEWISVILLE
AND
CHRISTIAN COMMUNITY ACTION
FOR
ADULT HEALTH CENTER


THIS AGREEMENT entered this 1st day of October, 2010 by and between the City of Lewisville
(herein called the “Grantee”) and CHRISTIAN COMMUNITY ACTION (herein called the
“Subrecipient”).

WHEREAS, the City of Lewisville has applied for and notified that it will receive grant monies from the
United States Government under Title I of the Housing and Community Development Act of 1974,
Public Law 93-383; and

WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds:

NOW, THEREFORE, it is agreed between the parties hereto that;

I. SCOPE OF SERVICES

  A. Activities

  The Subrecipient will be responsible for administering a CDBG 2010 Plan Year Adult Health Center
  Program in a manner satisfactory to the Grantee and consistent with any standards required as a
  condition of providing these funds. Such program will include activities described in “Attachment A
  - Program Summary including Levels of Accomplishment”

  B. National Objectives

  The Sub-recipient certifies that the activities carried out with funds provided under this Agreement
  will meet the CDBG program’s National Objectives as defined in the requirements of 24 CFR Part
  570.208 (a) (2) Activities benefiting low/moderate income persons - Limited Clientele: Require
  information on family size and income so that it is evident that at least 51 percent of the clientele are
  persons whose family income does not exceed the low and moderate income limit. Grantee has
  applicable volumes of 24 CFR pertinent to this Agreement for review or reproduction.


II. TIME OF PERFORMANCE

  Services of the Subrecipient shall start on the 1st day of October, 2010 and end on the 30th day of
  September, 2011. Subrecipient will act in accordance with “Attachment B - Program Time Line”.
                                       Exhibit O – page 2 of 13



III. BUDGET

  The Subrecipient shall operate fiscally within the Scope of Services - “Attachment C”. It is expressly
  understood and agreed that repayment shall be based on a cost per service unit delivered for services
  provided in the previous quarter.

  The Grantee may require a more detailed budget breakdown than the one contained herein, and the
  Subrecipient shall provide supplementary budget information in a timely fashion in the form and
  content prescribed by the Grantee. Any amendments to the scope of services for cost per service unit
  delivery must be approved in writing by the Grantee and the Subrecipient.

IV. PAYMENT

  It is expressly agreed and understood that the total amount to be paid by the Grantee under this
  contract shall not exceed $27,000. Draw downs for the payment of eligible expenses shall be made
  against the line item budgets specified in paragraph III herein and in accordance with performance.
  Increases or decreases in budget line items must be approved by the Grantee in writing.

  Payments may be contingent upon certification of the Subrecipient’s financial management system in
  accordance with the standards specified in OMB Circular A-110 (grantee has copy available for
  review or reproduction).

  Failure to meet the contracted service unit goal by the end of the contract term could result in
  reimbursement of less than the full grant award of this contract. Exceptions may be made on a case-
  by-case basis, subject to Grantee approval.

V. NOTICES

   Communication and details concerning this contract shall be directed to the following
representatives:

              Grantee                                     Subrecipient
  Sheena Jackson, CDBG Program Specialist             Scott Orr, President
  City of Lewisville                                  CHRISTIAN COMMUNITY ACTION
  151 West Church Street
  P.O. Box 299002
  Lewisville, TX 75029-9002
  (972) 219-5026                                      Fed. I.D. # 23-731-9371
  Fax (972) 219-3698                                  200 South Mill Street
  Email: sjackson@cityoflewisville.com                Lewisville, TX 75057
                                                      (972) 219-4389
                                                      Fax (972) 219-4339

VI. SPECIAL CONDITIONS

  Subrecipient will not commingle CDBG monies with any other funds in any manner which would
  prevent the Grantee from readily identifying expenditures for operation of the Program. Furthermore,
                                      Exhibit O – page 3 of 13


 subrecipients will be required to report homeless data for the Denton County Homeless Management
 Information System.

VII. GENERAL CONDITIONS

 A. General Compliance

 The Subrecipient agrees to comply with the requirements of the Code of Federal Regulations (CFR),
 Part 570 of the Housing and Urban Development (HUD) regulations (Grantee has copy available for
 review or reproduction) concerning Community Development Block Grants (CDBG). The
 Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations,
 and policies governing the funds provided under this contract. The Subrecipient further agrees to
 utilize funds available under this Agreement to supplement rather than supplant funds otherwise
 available.

 B. “Independent Contractor”

 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating
 or establishing the relationship of employer/employee between the parties. The Subrecipient shall at
 all times remain an “independent contractor” with respect to the services to be performed under this
 Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA,
 retirement, life and/or medical insurance and Workers’ Compensation Insurance as the Subrecipient
 is an independent subrecipient.

 C. Hold Harmless

 The Subrecipient shall hold harmless, defend, and indemnify the Grantee from any and all claims,
 actions, suits, charges and judgments whatsoever that arise out of the Subrecipient’s performance or
 nonperformance of the services or subject matter called for in the Agreement.

 D. Workers’ Compensation

 The Subrecipient shall provide Workers’ Compensation Insurance coverage or its equivalent for all of
 its employees involved in the performance of this contract.

 E. Insurance & Bonding

 The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to
 theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond
 covering all employees in an amount equal to cash advances from the Grantee.

 The Subrecipient shall comply with the bonding and insurance requirements of OMB Circular A-110
 (grantee has a copy available for review or reproduction).
 F. Grantor Recognition

 The Subrecipient shall insure recognition of the role of the grantor agency in providing services
 through this contract. All activities, facilities and items utilized pursuant to this contract shall be
 prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the
                                      Exhibit O – page 4 of 13


 support provided herein in all publications made possible with funds made available under this
 contract.

 G. Amendments

 The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments
 make specific reference to this Agreement, and are executed in writing, signed by a duly authorized
 representative of both organizations, and approved by the Grantee’s governing body. Such
 amendments shall not invalidate this agreement, nor relieve or release the Grantee or Subrecipient
 from its obligations under the Agreement.

 The Grantee may, in its discretion, amend this Agreement to confirm with Federal, state or local
 governmental guidelines, policies and available funding amounts, or for other reasons. If such
 amendments result in a change of funding, the scope of services, or schedule of the activities to be
 underwritten as part of this Agreement, such modifications will be incorporated only by written
 amendment signed by both Grantee and Subrecipient.

 H. Suspension or Termination

 Either party may terminate this contract at any time by giving written notice to the other party of such
 termination and specifying the effective date thereof at least 30 days before the effective date of such
 termination. Partial terminations of the Scope of Service in Paragraph I.A above may only be
 undertaken with the prior approval of the Grantee. In the event of any termination for convenience,
 all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or
 other materials prepared by the Subrecipient under this Agreement shall, at the option of the Grantee,
 become the property of the Grantee, and the Subrecipient shall be entitled to receive just and
 equitable compensation for any satisfactory work completed on such documents or materials prior to
 the termination.

 The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Subrecipient
 materially fails to comply with any term of this Agreement, or with any of the rules, regulations or
 provisions referred to herein; and the Grantee may declare the Subrecipient ineligible for any further
 participation in the Grantee’s contracts, in addition to other remedies as provided by law. In the
 event there is probable cause to believe the Subrecipient is in noncompliance with any applicable
 rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until
 such time as the Subrecipient is found to be in compliance by the Grantee, or is otherwise adjudicated
 to be in compliance.

VIII. ADMINISTRATIVE REQUIREMENTS
  A. Financial Management


      1. Accounting Standards

     The Subrecipient agrees to comply with the financial management requirements of OMB
     Circular A-110 (grantee has a copy available for review or reproduction) and agrees to adhere to
     the accounting principles and procedures required therein, utilize adequate internal controls, and
     maintain necessary source documentation for all costs incurred.
                                    Exhibit O – page 5 of 13



   2. Cost Principles

   The Subrecipient shall administer its program in conformance with OMB Circulars A-122, “Cost
   Principles for Non-Profit Organizations,” or A-21, “Cost Principles for Educational
   Instructions,” as applicable (grantee has copies available for reproduction or review). These
   principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

B. Documentation and Record-Keeping

   1. Records to be Maintained

   The Subrecipient shall maintain all records required by the Federal regulations specified in 24
   CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such
   records shall include but not be limited to:

          a. Records providing a full description of each activity undertaken;
          b. Records demonstrating that each activity undertaken meet one of the National
             Objectives of the CDBG program;
          c. Records required to determine the eligibility of the activities;
          d. Records required to document the acquisition, improvement, use or disposition of real
             property acquired or improved with CDBG assistance;
          e. Records documenting compliance with the fair housing and equal opportunity
             components of the CDBG Program including data on the extent to which each racial
             and ethnic group and single-headed households have applied for, participated in, or
             benefited from, any program or activity funded in whole or in part with CDBG funds;
          f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-110;
          g. Other records necessary to document compliance with Subpart K of 24 CFR 570.

   2. Retention

   The Subrecipient shall retain all records pertinent to expenditures incurred under this contract for
   a period of four (4) years from the date of submission of the annual performance and evaluation
   report as required by 24 CFR 570.502. Records for non-expendable property acquired with
   funds under this contract shall be retained for four (4) years after final disposition of such
   property. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other
   actions that involve any of the records cited and that have started before the expiration of the
   four-year period, then such records must be retained until completion of the actions and
   resolution of all issues, or the expiration of the four-year period, whichever occurs first.


   3. Client Data

   The Subrecipient shall maintain client data demonstrating client eligibility for services provided.
   Such data shall include, but not be limited to, client name, address, income level or other basis
   for determining eligibility, and description of service provided. Such information shall be made
   available to Grantee monitors or their designees for review upon request.
                                    Exhibit O – page 6 of 13


    4. Disclosure

    The Subrecipient understands that client information collected under this contract is private and
    the use or disclosure of such information, when not directly connected with the administration of
    the Grantee’s or Subrecipient’s responsibilities with respect to services provided under this
    contract, is prohibited unless written consent is obtained from such person receiving service and,
    in the case of a minor, that of a responsible parent/guardian.

    5. Close-Outs

    The Subrecipients obligation to the Grantee shall not end until all close-out requirements are
    completed. Activities during this close-out period shall include, but are not limited to: making
    final payments, disposing of program assets (including the return of all unused materials,
    equipment, unspent cash advances, program income balances, and accounts receivable to the
    Grantee), and determining the custodianship of records.

    6. Audits & Inspections

    All Subrecipient’s records with respect to any matters covered by this Agreement shall be made
    available to the Grantee, grantor agency, their designees or the Federal Government, at any time
    during normal business hours, as often as the Grantee or grantor agency deems necessary, to
    audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in
    audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the
    Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will
    constitute a violation of this contract and may result in the withholding of future payments. The
    Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current
    Grantee policy concerning recipient audits and, as applicable. OMB Circular A-133 (grantee has
    copy available for review or reproduction).

    7. Monitoring

    The Subrecipient agrees to participate in the implementation of the programmatic and fiscal
    requirements outlined in the City of Lewisville CDBG Subrecipient Monitoring Guidebook. The
    Agency agrees to make available its financial records for review by the City at the City’s
    discretion. In addition, the Agency agrees to provide the City the following data and/or reports
    no later than the 15th of the month following the reimbursement period:
    A.      Performance Objectives Report
    B.      Client Data Summary Report
    C.      Population Served Report
    D.      Request for Reimbursement
    Multiple failures to submit timely reports will be reflected in the Agency file and may be
    considered during the renewal process.

C. Reporting and Payment Procedures

    1. Program Income
                                Exhibit O – page 7 of 13


The Subrecipient shall report monthly all program income as defined in 24 CFR 570.500(a)
generated by activities carried out with CDBG funds made available under this contract. The use
of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR
570.504. By way of further limitations, the Subrecipient may use such income during the
contract period for activities permitted under this contract and shall reduce requests for
additional funds by the amount of such program income balances on hand. All unused program
income shall be returned to the Grantee at the end of the contract period. Any interest earned on
cash advances from the U.S. Treasury is not program income and shall be remitted promptly to
the Grantee.

2. Indirect Costs

If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for
determining the appropriate Subrecipient’s share of administrative costs and shall submit such
plan to the Grantee for approval, in a form specified by the Grantee.

3. Payment Procedures

The Grantee will pay the Subrecipient funds available under this contract based upon
information submitted by the Subrecipient and consistent with any approved budget and Grantee
policy concerning payments. With the exception of certain advances, payments will be made for
eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash
requirements. Payments will be adjusted by the Grantee in accordance with advance fund and
program income balances available in Subrecipient accounts. In addition, the Grantee reserves
the right to liquidate funds available under this contract for costs incurred by the Grantee on
behalf of the Subrecipient.

4. Progress Reports

The Subrecipient shall submit the following Monthly Activity Summary Reports: CDBG
Request for Reimbursement Form and subsequent back-up documentation, Performance
Objectives Report, Population Served Report, and CDBG Client Data Summary Report to the
City of Lewisville Community Development Department no later than the 15th of each month.

5. Procurement

  1. Compliance

  The Subrecipient shall comply with current Grantee policy concerning the purchase of
  equipment and shall maintain inventory records of all non-expendable personal property as
  defined by such policy as may be procured with funds provided herein. All program assets
  (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon
  termination of this contract.

  2. OMB Standards

  The Subrecipient shall procure all materials, property, or services in accordance with the
  requirements of OMB Circular A-110. Procurement Standards, and shall subsequently follow
                                        Exhibit O – page 8 of 13


         the Property Management Standards as modified by 24 CFR 570.502(B)(6), covering
         utilization and disposal of property.

         3. Reversion of Assets

         Upon its expiration the Subrecipient shall transfer to the City of Lewisville any CDBG funds
         on hand at the time of expiration and any accounts receivable attributable to the use of the
         CDBG funds. Also, any real property under the Subrecipient’s control that was acquired or
         improved in whole or in part with CDBG funds in excess of $25,000 is either:

              a. Used to meet the national objective stated under Section 1, Part A until five years
                 after expiration of this agreement, or such longer period of time as determined
                 appropriate by the City of Lewisville, or
              b. Is disposed of in a manner which results in the City of Lewisville being reimbursed in
                 the amount of the current fair market value of the property less any portion thereof
                 attributable to expenditures of non-CDBG funds for acquisition of, or improvement
                 to, the property. Such reimbursement is not required after the period of time
                 specified in accordance with (1) above.

         4. Travel

         The Subrecipient shall obtain written approval from the Grantee for any travel outside the
         metropolitan area with funds provided under this contract.

IX. Personal & Participant Conditions

  A. Civil Rights

     1. Compliance

     The Subrecipient agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title
     VII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title 1 of the
     Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation
     Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975,
     Executive Order 11063, and with Executive Order 11246 as Amended by Executive Orders 11375
     and 12086. Grantee has copies of applicable compliance documents for review or reproduction.

     2. Nondiscrimination

     The Subrecipient will not discriminate against any employee or applicant for employment because
     of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age,
     marital/family status, or status with regard to public assistance. The Subrecipient will take
     affirmative action to ensure that all employment practices are free from such discrimination. Such
     employment practices include but are not limited to the following: hiring, upgrading, demotion,
     transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of
     compensation, and selection for training, including apprenticeship. The Subrecipient agrees to
     post in conspicuous places, available to employees and applicants for employment, notices to be
     provided by the contracting agency setting forth the provisions of this nondiscrimination clause.
                                     Exhibit O – page 9 of 13



  3. Section 504

  The Subrecipient agrees to comply with any Federal regulations issued pursuant to compliance
  with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), which prohibits discrimination
  against the handicapped in any Federally assisted program. The Grantee shall provide the
  Subrecipient with any guidelines necessary for compliance with that portion of the regulations in
  force during the term of this contract.

B. Equal Employment Opportunity

  1. W/MBE

  The Subrecipient will use its best efforts to afford minority- and women-owned business
  enterprises the maximum practicable opportunity to participate in the performance of the contract.
  As used in this contract, the term “minority and female owned business enterprise” means a
  business at least fifty-one (51) percent owned and controlled by minority group members or
  women. For the purpose of this definition, “minority group members” are African-Americans,
  Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and
  American Indians. The Subrecipient may rely on written representations by business regarding
  their status as minority and female business enterprises in lieu of an independent investigation.

  2. Access to Records

  The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish
  all information and reports required hereunder and will permit access to its books, records and
  accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of
  investigation to ascertain compliance with the rules, regulations and provisions stated herein.

  3. EEO Statement

  The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf
  of the Subrecipient, state that it is an Equal Opportunity employer.

C. Employment Restrictions

  1. Prohibited Activity

  The Subrecipient is prohibited from using funds provided herein or personnel employed in the
  administration of the program for political activities; sectarian or religious activities; lobbying,
  political patronage, and nepotism activities.

D. Conduct

  1. Assignability

  The Subrecipient shall not assign or transfer any interest in this contract without the prior written
  consent of the Grantee thereto; provided, however, that claims for money due or to become due to
                                   Exhibit O – page 10 of 13


the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or transfer shall
be furnished promptly to the Grantee.

2. Subcontracts

  a. Approvals

  The Subrecipient shall not enter into any subcontracts with any agency or individual in the
  performance of this contract without written consent of the Grantee prior to the execution of
  such agreement.

  b. Monitoring

  The Subrecipient will monitor all subcontracted services on a regular basis to assure contract
  compliance. Results of monitoring efforts shall be summarized in written reports and supported
  with documented evidence of follow-up actions taken to correct areas of noncompliance.

  c. Content

  The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in
  and made a part of any subcontract executed in the performance of this Agreement.

  d. Selection Process

  The Subrecipient shall undertake to insure that all subcontracts let in the performance of this
  Agreement shall be awarded on a fair and open competition basis. Executed copies of all
  subcontracts shall be forwarded to the Grantee along with documentation concerning the
  selection process.

3. Hatch Act

The Subrecipient agrees that no funds provided, nor personnel employed under the contract, shall
be in any way or to any extent engaged in the conduct of political activities in violation of Chapter
15 of Title V United States Code.

4. Conflict of Interest

The Subrecipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of
interest, and covenants that it presently has no financial interest and shall not acquire any financial
interest, direct or indirect, which would conflict in any manner or degree with the performance of
services required under this Agreement. The Subrecipient further covenants that in the
performance of this agreement no person having such a financial interest shall be employed or
retained by the Subrecipient hereunder. These conflict of interest provisions apply to any person
who is an employee, agent, consultant, officer, or elected official or appointed official of the
Grantee, or of any designated public agencies or subrecipients which are receiving funds under the
CDBG Entitlement program.
                                        Exhibit O – page 11 of 13


     5. Lobbying

     The Subrecipient hereby certifies that:

          a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of Congress, or an employee of a Member of
          Congress in connection with the awarding of any Federal contract, the making of any Federal
          grant, the making of any Federal loan, the entering into of any cooperative agreement, and
          the extension, continuation, renewal, amendment, or modification of any Federal contract,
          grant, loan, or cooperative agreement;

          b. If any funds other than Federal appropriated funds have been paid or will be paid to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of congress, or an employee of a Member of
          Congress in connection with this Federal Contract, grant, loan, or cooperative agreement, it
          will complete and submit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in
          accordance with its instructions;

          c. It will require that the language of paragraph (d) of this certification be included in the
          award documents for all sub awards at all tiers (including subcontracts, subgrants, and
          contracts under grants, loans, and cooperative agreements) and that all subrecipients shall
          certify and disclose accordingly; and

          d. Lobbying Certification - Paragraph d

          This certification is a material representation of fact upon which reliance was placed when
          this transaction was made or entered into. Submission of this certification is a prerequisite
          for making or entering into this transaction imposed by section 1362, title 31, U.S. Code.
          Any person who fails to file the required certification shall be subject to a civil penalty of not
          less than $10,000 and not more than $100,000 for each such failure.

     6. Copyright

     If this contract results in any copyrightable material or inventions, the Grantee and/or grantor
     agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce,
     publish or otherwise use and to authorize others to use, the work or materials for government
     purposes.

7. Religious Organization

     The Subrecipient agrees that funds provided under this contract will not be utilized for religious
     activities, to promote religious interests, or for the benefit of a religious organization in accordance
     with the Federal regulations specified in 24 CFR 570.200(j).

X. SEVERABILITY
                                       Exhibit O – page 12 of 13


     If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
     affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.


                City of Lewisville                          CHRISTIAN COMMUNITY ACTION


By:_____________________________________              By:______________________________________
          Claude King, City Manager                                Scott Orr, President


Attest:___________________________________
            Julie Heinze, City Secretary


APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
________________________________________
        Lizbeth Plaster, City Attorney
                                         Exhibit O – page 13 of 13


                                    Attachment A - Program Summary

The Adult Health Center Program seeks to meet the increasing healthcare needs of Lewisville’s low-
income residents. Funds requested will defray costs Christian Community Action incurs to provide
primary/preventive healthcare to poor/inusred families.

                                    Attachment B - Program Time Line

                        OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

The grant award is made for a one-year period.


                                    Attachment C – Scope of Services

 A.      Targeted Lewisville (Unduplicated) Clients: 700

 B.      Service Unit 1: Provide 5,000 patient visit(s). Each patient visit(s) will be reimbursed at a rate
         of $96.83 not to exceed $27,000 for the entire contract.


                                    Attachment D – Outcome Measures

   A. Intermediate
          1. 80% of patients surveyed will rate the clinic services as very good.

   B. Long-term
         1. 20% of AHC patients will report a decrease in emergency room/urgent care services visits.

   C. H.U.D. Mandated Performance Measure – the following objective and outcome designated for
      CHRISTIAN COMMUNITY ACTION will be used by the City in reporting public service
      activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Availability/Accessibility
                                          Exhibit P – page 1 of 13


Resolution No. ___________

STATE OF TEXAS                §

COUNTY OF DENTON                      §

AGREEMENT BETWEEN THE CITY OF LEWISVILLE
AND
COMMUNITIES IN SCHOOLS OF NORTH TEXAS
FOR
DROPOUT PREVENTION PROGRAM


THIS AGREEMENT entered this 1st day of October, 2010 by and between the City of Lewisville
(herein called the “Grantee”) and COMMUNITIES IN SCHOOLS OF NORTH TEXAS (herein called
the “Subrecipient”).

WHEREAS, the City of Lewisville has applied for and notified that it will receive grant monies from the
United States Government under Title I of the Housing and Community Development Act of 1974,
Public Law 93-383; and

WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds:

NOW, THEREFORE, it is agreed between the parties hereto that;

I. SCOPE OF SERVICES

  A. Activities

  The Subrecipient will be responsible for administering a CDBG 2010 Plan Year Dropout Prevention
  Program in a manner satisfactory to the Grantee and consistent with any standards required as a
  condition of providing these funds. Such program will include activities described in “Attachment A
  - Program Summary including Levels of Accomplishment”

  B. National Objectives

  The Sub-recipient certifies that the activities carried out with funds provided under this Agreement
  will meet the CDBG program’s National Objectives as defined in the requirements of 24 CFR Part
  570.208 (a) (2) Activities benefiting low/moderate income persons - Limited Clientele: Require
  information on family size and income so that it is evident that at least 51 percent of the clientele are
  persons whose family income does not exceed the low and moderate income limit. Grantee has
  applicable volumes of 24 CFR pertinent to this Agreement for review or reproduction.

II. TIME OF PERFORMANCE

  Services of the Subrecipient shall start on the 1st day of October, 2010 and end on the 30th day of
  September, 2011. Subrecipient will act in accordance with “Attachment B - Program Time Line”.
                                       Exhibit P – page 2 of 13



III. BUDGET

  The Subrecipient shall operate fiscally within the Scope of Services - “Attachment C”. It is expressly
  understood and agreed that repayment shall be based on a cost per service unit delivered for services
  provided in the previous quarter.

  The Grantee may require a more detailed budget breakdown than the one contained herein, and the
  Subrecipient shall provide supplementary budget information in a timely fashion in the form and
  content prescribed by the Grantee. Any amendments to the scope of services for cost per service unit
  delivery must be approved in writing by the Grantee and the Subrecipient.

IV. PAYMENT

  It is expressly agreed and understood that the total amount to be paid by the Grantee under this
  contract shall not exceed $1,500. Draw downs for the payment of eligible expenses shall be made
  against the line item budgets specified in paragraph III herein and in accordance with performance.
  Increases or decreases in budget line items must be approved by the Grantee in writing.

  Payments may be contingent upon certification of the Subrecipient’s financial management system in
  accordance with the standards specified in OMB Circular A-110 (grantee has copy available for
  review or reproduction).

  Failure to meet the contracted service unit goal by the end of the contract term could result in
  reimbursement of less than the full grant award of this contract. Exceptions may be made on a case-
  by-case basis, subject to Grantee approval.

V. NOTICES

   Communication and details concerning this contract shall be directed to the following
representatives:

              Grantee                                     Subrecipient
  Sheena Jackson, CDBG Program Specialist             Gary Henderson, Executive Director
  City of Lewisville                                  COMMUNITIES IN SCHOOLS OF NORTH
  151 West Church Street                              TEXAS
  P.O. Box 299002
  Lewisville, TX 75029-9002
  (972) 219-5026                                      Fed. I.D. # 75-249-6426
  Fax (972) 219-3698                                  P.O. Box 295543
  Email: sjackson@cityoflewisville.com                Lewisville, TX 75029
                                                      (972) 436-6377
                                                      Fax (972) 436-6770

VI. SPECIAL CONDITIONS

  Subrecipient will not commingle CDBG monies with any other funds in any manner which would
  prevent the Grantee from readily identifying expenditures for operation of the Program. Furthermore,
                                       Exhibit P – page 3 of 13


 subrecipients will be required to report homeless data for the Denton County Homeless Management
 Information System.

VII. GENERAL CONDITIONS

 A. General Compliance

 The Subrecipient agrees to comply with the requirements of the Code of Federal Regulations (CFR),
 Part 570 of the Housing and Urban Development (HUD) regulations (Grantee has copy available for
 review or reproduction) concerning Community Development Block Grants (CDBG). The
 Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations,
 and policies governing the funds provided under this contract. The Subrecipient further agrees to
 utilize funds available under this Agreement to supplement rather than supplant funds otherwise
 available.

 B. “Independent Contractor”

 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating
 or establishing the relationship of employer/employee between the parties. The Subrecipient shall at
 all times remain an “independent contractor” with respect to the services to be performed under this
 Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA,
 retirement, life and/or medical insurance and Workers’ Compensation Insurance as the Subrecipient
 is an independent subrecipient.

 C. Hold Harmless

 The Subrecipient shall hold harmless, defend, and indemnify the Grantee from any and all claims,
 actions, suits, charges and judgments whatsoever that arise out of the Subrecipient’s performance or
 nonperformance of the services or subject matter called for in the Agreement.

 D. Workers’ Compensation

 The Subrecipient shall provide Workers’ Compensation Insurance coverage or its equivalent for all of
 its employees involved in the performance of this contract.

 E. Insurance & Bonding

 The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to
 theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond
 covering all employees in an amount equal to cash advances from the Grantee.

 The Subrecipient shall comply with the bonding and insurance requirements of OMB Circular A-110
 (grantee has a copy available for review or reproduction).
 F. Grantor Recognition

 The Subrecipient shall insure recognition of the role of the grantor agency in providing services
 through this contract. All activities, facilities and items utilized pursuant to this contract shall be
 prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the
                                       Exhibit P – page 4 of 13


 support provided herein in all publications made possible with funds made available under this
 contract.

 G. Amendments

 The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments
 make specific reference to this Agreement, and are executed in writing, signed by a duly authorized
 representative of both organizations, and approved by the Grantee’s governing body. Such
 amendments shall not invalidate this agreement, nor relieve or release the Grantee or Subrecipient
 from its obligations under the Agreement.

 The Grantee may, in its discretion, amend this Agreement to confirm with Federal, state or local
 governmental guidelines, policies and available funding amounts, or for other reasons. If such
 amendments result in a change of funding, the scope of services, or schedule of the activities to be
 underwritten as part of this Agreement, such modifications will be incorporated only by written
 amendment signed by both Grantee and Subrecipient.

 H. Suspension or Termination

 Either party may terminate this contract at any time by giving written notice to the other party of such
 termination and specifying the effective date thereof at least 30 days before the effective date of such
 termination. Partial terminations of the Scope of Service in Paragraph I.A above may only be
 undertaken with the prior approval of the Grantee. In the event of any termination for convenience,
 all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or
 other materials prepared by the Subrecipient under this Agreement shall, at the option of the Grantee,
 become the property of the Grantee, and the Subrecipient shall be entitled to receive just and
 equitable compensation for any satisfactory work completed on such documents or materials prior to
 the termination.

 The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Subrecipient
 materially fails to comply with any term of this Agreement, or with any of the rules, regulations or
 provisions referred to herein; and the Grantee may declare the Subrecipient ineligible for any further
 participation in the Grantee’s contracts, in addition to other remedies as provided by law. In the
 event there is probable cause to believe the Subrecipient is in noncompliance with any applicable
 rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until
 such time as the Subrecipient is found to be in compliance by the Grantee, or is otherwise adjudicated
 to be in compliance.

VIII. ADMINISTRATIVE REQUIREMENTS
  A. Financial Management


      1. Accounting Standards

     The Subrecipient agrees to comply with the financial management requirements of OMB
     Circular A-110 (grantee has a copy available for review or reproduction) and agrees to adhere to
     the accounting principles and procedures required therein, utilize adequate internal controls, and
     maintain necessary source documentation for all costs incurred.
                                    Exhibit P – page 5 of 13



   2. Cost Principles

   The Subrecipient shall administer its program in conformance with OMB Circulars A-122, “Cost
   Principles for Non-Profit Organizations,” or A-21, “Cost Principles for Educational
   Instructions,” as applicable (grantee has copies available for reproduction or review). These
   principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

B. Documentation and Record-Keeping

   1. Records to be Maintained

   The Subrecipient shall maintain all records required by the Federal regulations specified in 24
   CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such
   records shall include but not be limited to:

          a. Records providing a full description of each activity undertaken;
          b. Records demonstrating that each activity undertaken meet one of the National
             Objectives of the CDBG program;
          c. Records required to determine the eligibility of the activities;
          d. Records required to document the acquisition, improvement, use or disposition of real
             property acquired or improved with CDBG assistance;
          e. Records documenting compliance with the fair housing and equal opportunity
             components of the CDBG Program including data on the extent to which each racial
             and ethnic group and single-headed households have applied for, participated in, or
             benefited from, any program or activity funded in whole or in part with CDBG funds;
          f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-110;
          g. Other records necessary to document compliance with Subpart K of 24 CFR 570.

   2. Retention

   The Subrecipient shall retain all records pertinent to expenditures incurred under this contract for
   a period of four (4) years from the date of submission of the annual performance and evaluation
   report as required by 24 CFR 570.502. Records for non-expendable property acquired with
   funds under this contract shall be retained for four (4) years after final disposition of such
   property. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other
   actions that involve any of the records cited and that have started before the expiration of the
   four-year period, then such records must be retained until completion of the actions and
   resolution of all issues, or the expiration of the four-year period, whichever occurs first.


   3. Client Data

   The Subrecipient shall maintain client data demonstrating client eligibility for services provided.
   Such data shall include, but not be limited to, client name, address, income level or other basis
   for determining eligibility, and description of service provided. Such information shall be made
   available to Grantee monitors or their designees for review upon request.
                                    Exhibit P – page 6 of 13


    4. Disclosure

    The Subrecipient understands that client information collected under this contract is private and
    the use or disclosure of such information, when not directly connected with the administration of
    the Grantee’s or Subrecipient’s responsibilities with respect to services provided under this
    contract, is prohibited unless written consent is obtained from such person receiving service and,
    in the case of a minor, that of a responsible parent/guardian.

    5. Close-Outs

    The Subrecipients obligation to the Grantee shall not end until all close-out requirements are
    completed. Activities during this close-out period shall include, but are not limited to: making
    final payments, disposing of program assets (including the return of all unused materials,
    equipment, unspent cash advances, program income balances, and accounts receivable to the
    Grantee), and determining the custodianship of records.

    6. Audits & Inspections

    All Subrecipient’s records with respect to any matters covered by this Agreement shall be made
    available to the Grantee, grantor agency, their designees or the Federal Government, at any time
    during normal business hours, as often as the Grantee or grantor agency deems necessary, to
    audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in
    audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the
    Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will
    constitute a violation of this contract and may result in the withholding of future payments. The
    Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current
    Grantee policy concerning recipient audits and, as applicable. OMB Circular A-133 (grantee has
    copy available for review or reproduction).

    7. Monitoring

    The Subrecipient agrees to participate in the implementation of the programmatic and fiscal
    requirements outlined in the City of Lewisville CDBG Subrecipient Monitoring Guidebook. The
    Agency agrees to make available its financial records for review by the City at the City’s
    discretion. In addition, the Agency agrees to provide the City the following data and/or reports
    no later than the 15th of the month following the reimbursement period:
    A.      Performance Objectives Report
    B.      Client Data Summary Report
    C.      Population Served Report
    D.      Request for Reimbursement
    Multiple failures to submit timely reports will be reflected in the Agency file and may be
    considered during the renewal process.

C. Reporting and Payment Procedures

    1. Program Income
                                Exhibit P – page 7 of 13


The Subrecipient shall report monthly all program income as defined in 24 CFR 570.500(a)
generated by activities carried out with CDBG funds made available under this contract. The use
of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR
570.504. By way of further limitations, the Subrecipient may use such income during the
contract period for activities permitted under this contract and shall reduce requests for
additional funds by the amount of such program income balances on hand. All unused program
income shall be returned to the Grantee at the end of the contract period. Any interest earned on
cash advances from the U.S. Treasury is not program income and shall be remitted promptly to
the Grantee.

2. Indirect Costs

If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for
determining the appropriate Subrecipient’s share of administrative costs and shall submit such
plan to the Grantee for approval, in a form specified by the Grantee.

3. Payment Procedures

The Grantee will pay the Subrecipient funds available under this contract based upon
information submitted by the Subrecipient and consistent with any approved budget and Grantee
policy concerning payments. With the exception of certain advances, payments will be made for
eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash
requirements. Payments will be adjusted by the Grantee in accordance with advance fund and
program income balances available in Subrecipient accounts. In addition, the Grantee reserves
the right to liquidate funds available under this contract for costs incurred by the Grantee on
behalf of the Subrecipient.

4. Progress Reports

The Subrecipient shall submit the following Monthly Activity Summary Reports: CDBG
Request for Reimbursement Form and subsequent back-up documentation, Performance
Objectives Report, Population Served Report, and CDBG Client Data Summary Report to the
City of Lewisville Community Development Department no later than the 15th of each month.

5. Procurement

  1. Compliance

  The Subrecipient shall comply with current Grantee policy concerning the purchase of
  equipment and shall maintain inventory records of all non-expendable personal property as
  defined by such policy as may be procured with funds provided herein. All program assets
  (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon
  termination of this contract.

  2. OMB Standards

  The Subrecipient shall procure all materials, property, or services in accordance with the
  requirements of OMB Circular A-110. Procurement Standards, and shall subsequently follow
                                        Exhibit P – page 8 of 13


         the Property Management Standards as modified by 24 CFR 570.502(B)(6), covering
         utilization and disposal of property.

         3. Reversion of Assets

         Upon its expiration the Subrecipient shall transfer to the City of Lewisville any CDBG funds
         on hand at the time of expiration and any accounts receivable attributable to the use of the
         CDBG funds. Also, any real property under the Subrecipient’s control that was acquired or
         improved in whole or in part with CDBG funds in excess of $25,000 is either:

              a. Used to meet the national objective stated under Section 1, Part A until five years
                 after expiration of this agreement, or such longer period of time as determined
                 appropriate by the City of Lewisville, or
              b. Is disposed of in a manner which results in the City of Lewisville being reimbursed in
                 the amount of the current fair market value of the property less any portion thereof
                 attributable to expenditures of non-CDBG funds for acquisition of, or improvement
                 to, the property. Such reimbursement is not required after the period of time
                 specified in accordance with (1) above.

         4. Travel

         The Subrecipient shall obtain written approval from the Grantee for any travel outside the
         metropolitan area with funds provided under this contract.

IX. Personal & Participant Conditions

  A. Civil Rights

     1. Compliance

     The Subrecipient agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title
     VII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title 1 of the
     Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation
     Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975,
     Executive Order 11063, and with Executive Order 11246 as Amended by Executive Orders 11375
     and 12086. Grantee has copies of applicable compliance documents for review or reproduction.

     2. Nondiscrimination

     The Subrecipient will not discriminate against any employee or applicant for employment because
     of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age,
     marital/family status, or status with regard to public assistance. The Subrecipient will take
     affirmative action to ensure that all employment practices are free from such discrimination. Such
     employment practices include but are not limited to the following: hiring, upgrading, demotion,
     transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of
     compensation, and selection for training, including apprenticeship. The Subrecipient agrees to
     post in conspicuous places, available to employees and applicants for employment, notices to be
     provided by the contracting agency setting forth the provisions of this nondiscrimination clause.
                                     Exhibit P – page 9 of 13



  3. Section 504

  The Subrecipient agrees to comply with any Federal regulations issued pursuant to compliance
  with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), which prohibits discrimination
  against the handicapped in any Federally assisted program. The Grantee shall provide the
  Subrecipient with any guidelines necessary for compliance with that portion of the regulations in
  force during the term of this contract.

B. Equal Employment Opportunity

  1. W/MBE

  The Subrecipient will use its best efforts to afford minority- and women-owned business
  enterprises the maximum practicable opportunity to participate in the performance of the contract.
  As used in this contract, the term “minority and female owned business enterprise” means a
  business at least fifty-one (51) percent owned and controlled by minority group members or
  women. For the purpose of this definition, “minority group members” are African-Americans,
  Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and
  American Indians. The Subrecipient may rely on written representations by business regarding
  their status as minority and female business enterprises in lieu of an independent investigation.

  2. Access to Records

  The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish
  all information and reports required hereunder and will permit access to its books, records and
  accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of
  investigation to ascertain compliance with the rules, regulations and provisions stated herein.

  3. EEO Statement

  The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf
  of the Subrecipient, state that it is an Equal Opportunity employer.

C. Employment Restrictions

  1. Prohibited Activity

  The Subrecipient is prohibited from using funds provided herein or personnel employed in the
  administration of the program for political activities; sectarian or religious activities; lobbying,
  political patronage, and nepotism activities.

D. Conduct

  1. Assignability

  The Subrecipient shall not assign or transfer any interest in this contract without the prior written
  consent of the Grantee thereto; provided, however, that claims for money due or to become due to
                                   Exhibit P – page 10 of 13


the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or transfer shall
be furnished promptly to the Grantee.

2. Subcontracts

  a. Approvals

  The Subrecipient shall not enter into any subcontracts with any agency or individual in the
  performance of this contract without written consent of the Grantee prior to the execution of
  such agreement.

  b. Monitoring

  The Subrecipient will monitor all subcontracted services on a regular basis to assure contract
  compliance. Results of monitoring efforts shall be summarized in written reports and supported
  with documented evidence of follow-up actions taken to correct areas of noncompliance.

  c. Content

  The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in
  and made a part of any subcontract executed in the performance of this Agreement.

  d. Selection Process

  The Subrecipient shall undertake to insure that all subcontracts let in the performance of this
  Agreement shall be awarded on a fair and open competition basis. Executed copies of all
  subcontracts shall be forwarded to the Grantee along with documentation concerning the
  selection process.

3. Hatch Act

The Subrecipient agrees that no funds provided, nor personnel employed under the contract, shall
be in any way or to any extent engaged in the conduct of political activities in violation of Chapter
15 of Title V United States Code.

4. Conflict of Interest

The Subrecipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of
interest, and covenants that it presently has no financial interest and shall not acquire any financial
interest, direct or indirect, which would conflict in any manner or degree with the performance of
services required under this Agreement. The Subrecipient further covenants that in the
performance of this agreement no person having such a financial interest shall be employed or
retained by the Subrecipient hereunder. These conflict of interest provisions apply to any person
who is an employee, agent, consultant, officer, or elected official or appointed official of the
Grantee, or of any designated public agencies or subrecipients which are receiving funds under the
CDBG Entitlement program.
                                        Exhibit P – page 11 of 13


     5. Lobbying

     The Subrecipient hereby certifies that:

          a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of Congress, or an employee of a Member of
          Congress in connection with the awarding of any Federal contract, the making of any Federal
          grant, the making of any Federal loan, the entering into of any cooperative agreement, and
          the extension, continuation, renewal, amendment, or modification of any Federal contract,
          grant, loan, or cooperative agreement;

          b. If any funds other than Federal appropriated funds have been paid or will be paid to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of congress, or an employee of a Member of
          Congress in connection with this Federal Contract, grant, loan, or cooperative agreement, it
          will complete and submit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in
          accordance with its instructions;

          c. It will require that the language of paragraph (d) of this certification be included in the
          award documents for all sub awards at all tiers (including subcontracts, subgrants, and
          contracts under grants, loans, and cooperative agreements) and that all subrecipients shall
          certify and disclose accordingly; and

          d. Lobbying Certification - Paragraph d

          This certification is a material representation of fact upon which reliance was placed when
          this transaction was made or entered into. Submission of this certification is a prerequisite
          for making or entering into this transaction imposed by section 1362, title 31, U.S. Code.
          Any person who fails to file the required certification shall be subject to a civil penalty of not
          less than $10,000 and not more than $100,000 for each such failure.

     6. Copyright

     If this contract results in any copyrightable material or inventions, the Grantee and/or grantor
     agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce,
     publish or otherwise use and to authorize others to use, the work or materials for government
     purposes.

7. Religious Organization

     The Subrecipient agrees that funds provided under this contract will not be utilized for religious
     activities, to promote religious interests, or for the benefit of a religious organization in accordance
     with the Federal regulations specified in 24 CFR 570.200(j).

X. SEVERABILITY
                                       Exhibit P – page 12 of 13


     If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
     affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.


                City of Lewisville                       COMMUNITIES IN SCHOOLS OF NORTH
                                                                      TEXAS


By:_____________________________________              By:______________________________________
          Claude King, City Manager                         Gary Henderson, Executive Director


Attest:___________________________________
            Julie Heinze, City Secretary


APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
________________________________________
        Lizbeth Plaster, City Attorney
                                      Exhibit P – page 13 of 13


                                  Attachment A - Program Summary

The Communities in School of North Texas Dropout Prevention Program will offer full-time campus-
based direct case management services to 100 students identified as “at-risk” by the Texas Education
Agency enrolled at Central Elementry.

                                 Attachment B - Program Time Line

                       OCTOBER 1, 2010 THROUGH SEPTEMBER 30, 2011

The grant award is made for a one-year period.



                                  Attachment C – Scope of Services

 A.      Targeted Lewisville (Unduplicated) Clients: 100

 B.      Service Unit 1: Provide 10,000 service(s) to case managed students. Each service(s) will be
         reimbursed at a rate of $6.60 not to exceed $1,500 for the entire contract.


                                 Attachment D – Outcome Measures

   A. Intermediate
          1. 95 percent of clients show improvement in one or more of the following areas; discipline,
             attendance, and grade promotion.

   B. Long-term
         1. 95 percent of clients will demonstrate improvement in any tracked category each year.


   C. H.U.D. Mandated Performance Measure – the following objective and outcome designated for
      COMMUNITIES IN SCHOOLS OF NORTH TEXAS will be used by the City in reporting
      public service activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Availability/Accessibility
                                        Exhibit Q – page 1 of 13


Resolution No. ___________

STATE OF TEXAS               §

COUNTY OF DENTON                    §

AGREEMENT BETWEEN THE CITY OF LEWISVILLE
AND
DENTON COUNTY FRIENDS OF THE FAMILY
FOR
RELATIONSHIP VIOLENCE & SEXUAL ASSAULT RECOVERY PROGRAM


THIS AGREEMENT entered this 1st day of October, 2010 by and between the City of Lewisville
(herein called the “Grantee”) and DENTON COUNTY FRIENDS OF THE FAMILY (herein called the
“Subrecipient”).

WHEREAS, the City of Lewisville has applied for and notified that it will receive grant monies from the
United States Government under Title I of the Housing and Community Development Act of 1974,
Public Law 93-383; and

WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds:

NOW, THEREFORE, it is agreed between the parties hereto that;

I. SCOPE OF SERVICES

  A. Activities

  The Subrecipient will be responsible for administering a CDBG 2010 Plan Year Relationship
  Violence Program in a manner satisfactory to the Grantee and consistent with any standards required
  as a condition of providing these funds. Such program will include activities described in
  “Attachment A - Program Summary including Levels of Accomplishment”

  B. National Objectives

  The Sub-recipient certifies that the activities carried out with funds provided under this Agreement
  will meet the CDBG program’s National Objectives as defined in the requirements of 24 CFR Part
  570.208 (a) (2) (A) benefit low/moderate income persons. Activities that exclusively serves a group
  of persons in any one or a combination of the following categories may be presumed to benefit
  persons, 51 percent of whom are low-and moderate-income: abused children, battered spouses,
  elderly persons, adults meeting the Bureau of Census’ Current Population Reports definition of
  “severely disabled, “homeless persons, illiterate adults, persons living with AIDS, and migrant farm
  workers. Grantee has applicable volumes of 24 CFR pertinent to this Agreement for review or
  reproduction.


II. TIME OF PERFORMANCE
                                       Exhibit Q – page 2 of 13



  Services of the Subrecipient shall start on the 1st day of October, 2010 and end on the 30th day of
  September, 2011. Subrecipient will act in accordance with “Attachment B - Program Time Line”.

III. BUDGET

  The Subrecipient shall operate fiscally within the Scope of Services - “Attachment C”. It is expressly
  understood and agreed that repayment shall be based on a cost per service unit delivered for services
  provided in the previous quarter.

  The Grantee may require a more detailed budget breakdown than the one contained herein, and the
  Subrecipient shall provide supplementary budget information in a timely fashion in the form and
  content prescribed by the Grantee. Any amendments to the scope of services for cost per service unit
  delivery must be approved in writing by the Grantee and the Subrecipient.

IV. PAYMENT

  It is expressly agreed and understood that the total amount to be paid by the Grantee under this
  contract shall not exceed $9,500. Draw downs for the payment of eligible expenses shall be made
  against the line item budgets specified in paragraph III herein and in accordance with performance.
  Increases or decreases in budget line items must be approved by the Grantee in writing.

  Payments may be contingent upon certification of the Subrecipient’s financial management system in
  accordance with the standards specified in OMB Circular A-110 (grantee has copy available for
  review or reproduction).

  Failure to meet the contracted service unit goal by the end of the contract term could result in
  reimbursement of less than the full grant award of this contract. Exceptions may be made on a case-
  by-case basis, subject to Grantee approval.

V. NOTICES

   Communication and details concerning this contract shall be directed to the following
representatives:

              Grantee                                     Subrecipient
  Sheena Jackson, CDBG Program Specialist             Toni Johnson-Simpson, Executive Director
  City of Lewisville                                  DENTON COUNTY FRIENDS OF THE
  151 West Church Street                              FAMILY
  P.O. Box 299002
  Lewisville, TX 75029-9002
  (972) 219-5026                                      Fed. I.D. # 75-1734175
  Fax (972) 219-3698                                  1400 Crescent, Suite 5; P.O. Box 640
  Email: sjackson@cityoflewisville.com                Denton, TX 76201
                                                      (940) 387-5131
                                                      Fax (940) 383-1816

VI. SPECIAL CONDITIONS
                                      Exhibit Q – page 3 of 13



 Subrecipient will not commingle CDBG monies with any other funds in any manner which would
 prevent the Grantee from readily identifying expenditures for operation of the Program. Furthermore,
 subrecipients will be required to report homeless data for the Denton County Homeless Management
 Information System.

VII. GENERAL CONDITIONS

 A. General Compliance

 The Subrecipient agrees to comply with the requirements of the Code of Federal Regulations (CFR),
 Part 570 of the Housing and Urban Development (HUD) regulations (Grantee has copy available for
 review or reproduction) concerning Community Development Block Grants (CDBG). The
 Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations,
 and policies governing the funds provided under this contract. The Subrecipient further agrees to
 utilize funds available under this Agreement to supplement rather than supplant funds otherwise
 available.

 B. “Independent Contractor”

 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating
 or establishing the relationship of employer/employee between the parties. The Subrecipient shall at
 all times remain an “independent contractor” with respect to the services to be performed under this
 Agreement. The Grantee shall be exempt from payment of all Unemployment Compensation, FICA,
 retirement, life and/or medical insurance and Workers’ Compensation Insurance as the Subrecipient
 is an independent subrecipient.

 C. Hold Harmless

 The Subrecipient shall hold harmless, defend, and indemnify the Grantee from any and all claims,
 actions, suits, charges and judgments whatsoever that arise out of the Subrecipient’s performance or
 nonperformance of the services or subject matter called for in the Agreement.

 D. Workers’ Compensation

 The Subrecipient shall provide Workers’ Compensation Insurance coverage or its equivalent for all of
 its employees involved in the performance of this contract.

 E. Insurance & Bonding

 The Subrecipient shall carry sufficient insurance coverage to protect contract assets from loss due to
 theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond
 covering all employees in an amount equal to cash advances from the Grantee.

 The Subrecipient shall comply with the bonding and insurance requirements of OMB Circular A-110
 (grantee has a copy available for review or reproduction).
 F. Grantor Recognition
                                      Exhibit Q – page 4 of 13


 The Subrecipient shall insure recognition of the role of the grantor agency in providing services
 through this contract. All activities, facilities and items utilized pursuant to this contract shall be
 prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the
 support provided herein in all publications made possible with funds made available under this
 contract.

 G. Amendments

 The Grantee or Subrecipient may amend this Agreement at any time provided that such amendments
 make specific reference to this Agreement, and are executed in writing, signed by a duly authorized
 representative of both organizations, and approved by the Grantee’s governing body. Such
 amendments shall not invalidate this agreement, nor relieve or release the Grantee or Subrecipient
 from its obligations under the Agreement.

 The Grantee may, in its discretion, amend this Agreement to confirm with Federal, state or local
 governmental guidelines, policies and available funding amounts, or for other reasons. If such
 amendments result in a change of funding, the scope of services, or schedule of the activities to be
 underwritten as part of this Agreement, such modifications will be incorporated only by written
 amendment signed by both Grantee and Subrecipient.

 H. Suspension or Termination

 Either party may terminate this contract at any time by giving written notice to the other party of such
 termination and specifying the effective date thereof at least 30 days before the effective date of such
 termination. Partial terminations of the Scope of Service in Paragraph I.A above may only be
 undertaken with the prior approval of the Grantee. In the event of any termination for convenience,
 all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or
 other materials prepared by the Subrecipient under this Agreement shall, at the option of the Grantee,
 become the property of the Grantee, and the Subrecipient shall be entitled to receive just and
 equitable compensation for any satisfactory work completed on such documents or materials prior to
 the termination.

 The Grantee may also suspend or terminate this Agreement, in whole or in part, if the Subrecipient
 materially fails to comply with any term of this Agreement, or with any of the rules, regulations or
 provisions referred to herein; and the Grantee may declare the Subrecipient ineligible for any further
 participation in the Grantee’s contracts, in addition to other remedies as provided by law. In the
 event there is probable cause to believe the Subrecipient is in noncompliance with any applicable
 rules or regulations, the Grantee may withhold up to fifteen (15) percent of said contract funds until
 such time as the Subrecipient is found to be in compliance by the Grantee, or is otherwise adjudicated
 to be in compliance.

VIII. ADMINISTRATIVE REQUIREMENTS
  A. Financial Management


      1. Accounting Standards
                                    Exhibit Q – page 5 of 13


   The Subrecipient agrees to comply with the financial management requirements of OMB
   Circular A-110 (grantee has a copy available for review or reproduction) and agrees to adhere to
   the accounting principles and procedures required therein, utilize adequate internal controls, and
   maintain necessary source documentation for all costs incurred.

   2. Cost Principles

   The Subrecipient shall administer its program in conformance with OMB Circulars A-122, “Cost
   Principles for Non-Profit Organizations,” or A-21, “Cost Principles for Educational
   Instructions,” as applicable (grantee has copies available for reproduction or review). These
   principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

B. Documentation and Record-Keeping

   1. Records to be Maintained

   The Subrecipient shall maintain all records required by the Federal regulations specified in 24
   CFR Part 570.506, that are pertinent to the activities to be funded under this Agreement. Such
   records shall include but not be limited to:

          a. Records providing a full description of each activity undertaken;
          b. Records demonstrating that each activity undertaken meet one of the National
             Objectives of the CDBG program;
          c. Records required to determine the eligibility of the activities;
          d. Records required to document the acquisition, improvement, use or disposition of real
             property acquired or improved with CDBG assistance;
          e. Records documenting compliance with the fair housing and equal opportunity
             components of the CDBG Program including data on the extent to which each racial
             and ethnic group and single-headed households have applied for, participated in, or
             benefited from, any program or activity funded in whole or in part with CDBG funds;
          f. Financial records as required by 24 CFR Part 570.502, and OMB Circular A-110;
          g. Other records necessary to document compliance with Subpart K of 24 CFR 570.

   2. Retention

   The Subrecipient shall retain all records pertinent to expenditures incurred under this contract for
   a period of four (4) years from the date of submission of the annual performance and evaluation
   report as required by 24 CFR 570.502. Records for non-expendable property acquired with
   funds under this contract shall be retained for four (4) years after final disposition of such
   property. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other
   actions that involve any of the records cited and that have started before the expiration of the
   four-year period, then such records must be retained until completion of the actions and
   resolution of all issues, or the expiration of the four-year period, whichever occurs first.


   3. Client Data
                                 Exhibit Q – page 6 of 13


The Subrecipient shall maintain client data demonstrating client eligibility for services provided.
Such data shall include, but not be limited to, client name, address, income level or other basis
for determining eligibility, and description of service provided. Such information shall be made
available to Grantee monitors or their designees for review upon request.

4. Disclosure

The Subrecipient understands that client information collected under this contract is private and
the use or disclosure of such information, when not directly connected with the administration of
the Grantee’s or Subrecipient’s responsibilities with respect to services provided under this
contract, is prohibited unless written consent is obtained from such person receiving service and,
in the case of a minor, that of a responsible parent/guardian.

5. Close-Outs

The Subrecipients obligation to the Grantee shall not end until all close-out requirements are
completed. Activities during this close-out period shall include, but are not limited to: making
final payments, disposing of program assets (including the return of all unused materials,
equipment, unspent cash advances, program income balances, and accounts receivable to the
Grantee), and determining the custodianship of records.

6. Audits & Inspections

All Subrecipient’s records with respect to any matters covered by this Agreement shall be made
available to the Grantee, grantor agency, their designees or the Federal Government, at any time
during normal business hours, as often as the Grantee or grantor agency deems necessary, to
audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in
audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the
Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will
constitute a violation of this contract and may result in the withholding of future payments. The
Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current
Grantee policy concerning recipient audits and, as applicable. OMB Circular A-133 (grantee has
copy available for review or reproduction).

7. Monitoring

The Subrecipient agrees to participate in the implementation of the programmatic and fiscal
requirements outlined in the City of Lewisville CDBG Subrecipient Monitoring Guidebook. The
Agency agrees to make available its financial records for review by the City at the City’s
discretion. In addition, the Agency agrees to provide the City the following data and/or reports
no later than the 15th of the month following the reimbursement period:
A.      Performance Objectives Report
B.      Client Data Summary Report
C.      Population Served Report
D.      Request for Reimbursement
Multiple failures to submit timely reports will be reflected in the Agency file and may be
considered during the renewal process.
                                    Exhibit Q – page 7 of 13


C. Reporting and Payment Procedures

    1. Program Income

    The Subrecipient shall report monthly all program income as defined in 24 CFR 570.500(a)
    generated by activities carried out with CDBG funds made available under this contract. The use
    of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR
    570.504. By way of further limitations, the Subrecipient may use such income during the
    contract period for activities permitted under this contract and shall reduce requests for
    additional funds by the amount of such program income balances on hand. All unused program
    income shall be returned to the Grantee at the end of the contract period. Any interest earned on
    cash advances from the U.S. Treasury is not program income and shall be remitted promptly to
    the Grantee.

    2. Indirect Costs

    If indirect costs are charged, the Subrecipient will develop an indirect cost allocation plan for
    determining the appropriate Subrecipient’s share of administrative costs and shall submit such
    plan to the Grantee for approval, in a form specified by the Grantee.

    3. Payment Procedures

    The Grantee will pay the Subrecipient funds available under this contract based upon
    information submitted by the Subrecipient and consistent with any approved budget and Grantee
    policy concerning payments. With the exception of certain advances, payments will be made for
    eligible expenses actually incurred by the Subrecipient, and not to exceed actual cash
    requirements. Payments will be adjusted by the Grantee in accordance with advance fund and
    program income balances available in Subrecipient accounts. In addition, the Grantee reserves
    the right to liquidate funds available under this contract for costs incurred by the Grantee on
    behalf of the Subrecipient.

    4. Progress Reports

    The Subrecipient shall submit the following Monthly Activity Summary Reports: CDBG
    Request for Reimbursement Form and subsequent back-up documentation, Performance
    Objectives Report, Population Served Report, and CDBG Client Data Summary Report to the
    City of Lewisville Community Development Department no later than the 15th of each month.

    5. Procurement

      1. Compliance

      The Subrecipient shall comply with current Grantee policy concerning the purchase of
      equipment and shall maintain inventory records of all non-expendable personal property as
      defined by such policy as may be procured with funds provided herein. All program assets
      (unexpended program income, property, equipment, etc.) shall revert to the Grantee upon
      termination of this contract.
                                        Exhibit Q – page 8 of 13


         2. OMB Standards

         The Subrecipient shall procure all materials, property, or services in accordance with the
         requirements of OMB Circular A-110. Procurement Standards, and shall subsequently follow
         the Property Management Standards as modified by 24 CFR 570.502(B)(6), covering
         utilization and disposal of property.

         3. Reversion of Assets

         Upon its expiration the Subrecipient shall transfer to the City of Lewisville any CDBG funds
         on hand at the time of expiration and any accounts receivable attributable to the use of the
         CDBG funds. Also, any real property under the Subrecipient’s control that was acquired or
         improved in whole or in part with CDBG funds in excess of $25,000 is either:

              a. Used to meet the national objective stated under Section 1, Part A until five years
                 after expiration of this agreement, or such longer period of time as determined
                 appropriate by the City of Lewisville, or
              b. Is disposed of in a manner which results in the City of Lewisville being reimbursed in
                 the amount of the current fair market value of the property less any portion thereof
                 attributable to expenditures of non-CDBG funds for acquisition of, or improvement
                 to, the property. Such reimbursement is not required after the period of time
                 specified in accordance with (1) above.

         4. Travel

         The Subrecipient shall obtain written approval from the Grantee for any travel outside the
         metropolitan area with funds provided under this contract.

IX. Personal & Participant Conditions

  A. Civil Rights

     1. Compliance

     The Subrecipient agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title
     VII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title 1 of the
     Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation
     Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975,
     Executive Order 11063, and with Executive Order 11246 as Amended by Executive Orders 11375
     and 12086. Grantee has copies of applicable compliance documents for review or reproduction.

     2. Nondiscrimination

     The Subrecipient will not discriminate against any employee or applicant for employment because
     of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age,
     marital/family status, or status with regard to public assistance. The Subrecipient will take
     affirmative action to ensure that all employment practices are free from such discrimination. Such
     employment practices include but are not limited to the following: hiring, upgrading, demotion,
                                     Exhibit Q – page 9 of 13


  transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of
  compensation, and selection for training, including apprenticeship. The Subrecipient agrees to
  post in conspicuous places, available to employees and applicants for employment, notices to be
  provided by the contracting agency setting forth the provisions of this nondiscrimination clause.

  3. Section 504

  The Subrecipient agrees to comply with any Federal regulations issued pursuant to compliance
  with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), which prohibits discrimination
  against the handicapped in any Federally assisted program. The Grantee shall provide the
  Subrecipient with any guidelines necessary for compliance with that portion of the regulations in
  force during the term of this contract.

B. Equal Employment Opportunity

  1. W/MBE

  The Subrecipient will use its best efforts to afford minority- and women-owned business
  enterprises the maximum practicable opportunity to participate in the performance of the contract.
  As used in this contract, the term “minority and female owned business enterprise” means a
  business at least fifty-one (51) percent owned and controlled by minority group members or
  women. For the purpose of this definition, “minority group members” are African-Americans,
  Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and
  American Indians. The Subrecipient may rely on written representations by business regarding
  their status as minority and female business enterprises in lieu of an independent investigation.

  2. Access to Records

  The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish
  all information and reports required hereunder and will permit access to its books, records and
  accounts by the Grantee, HUD or its agent, or other authorized Federal officials for purposes of
  investigation to ascertain compliance with the rules, regulations and provisions stated herein.

  3. EEO Statement

  The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf
  of the Subrecipient, state that it is an Equal Opportunity employer.

C. Employment Restrictions

  1. Prohibited Activity

  The Subrecipient is prohibited from using funds provided herein or personnel employed in the
  administration of the program for political activities; sectarian or religious activities; lobbying,
  political patronage, and nepotism activities.

D. Conduct
                                   Exhibit Q – page 10 of 13


1. Assignability

The Subrecipient shall not assign or transfer any interest in this contract without the prior written
consent of the Grantee thereto; provided, however, that claims for money due or to become due to
the Subrecipient from the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or transfer shall
be furnished promptly to the Grantee.

2. Subcontracts

  a. Approvals

  The Subrecipient shall not enter into any subcontracts with any agency or individual in the
  performance of this contract without written consent of the Grantee prior to the execution of
  such agreement.

  b. Monitoring

  The Subrecipient will monitor all subcontracted services on a regular basis to assure contract
  compliance. Results of monitoring efforts shall be summarized in written reports and supported
  with documented evidence of follow-up actions taken to correct areas of noncompliance.

  c. Content

  The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in
  and made a part of any subcontract executed in the performance of this Agreement.

  d. Selection Process

  The Subrecipient shall undertake to insure that all subcontracts let in the performance of this
  Agreement shall be awarded on a fair and open competition basis. Executed copies of all
  subcontracts shall be forwarded to the Grantee along with documentation concerning the
  selection process.

3. Hatch Act

The Subrecipient agrees that no funds provided, nor personnel employed under the contract, shall
be in any way or to any extent engaged in the conduct of political activities in violation of Chapter
15 of Title V United States Code.

4. Conflict of Interest

The Subrecipient agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of
interest, and covenants that it presently has no financial interest and shall not acquire any financial
interest, direct or indirect, which would conflict in any manner or degree with the performance of
services required under this Agreement. The Subrecipient further covenants that in the
performance of this agreement no person having such a financial interest shall be employed or
retained by the Subrecipient hereunder. These conflict of interest provisions apply to any person
                                        Exhibit Q – page 11 of 13


     who is an employee, agent, consultant, officer, or elected official or appointed official of the
     Grantee, or of any designated public agencies or subrecipients which are receiving funds under the
     CDBG Entitlement program.

     5. Lobbying

     The Subrecipient hereby certifies that:

          a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of Congress, or an employee of a Member of
          Congress in connection with the awarding of any Federal contract, the making of any Federal
          grant, the making of any Federal loan, the entering into of any cooperative agreement, and
          the extension, continuation, renewal, amendment, or modification of any Federal contract,
          grant, loan, or cooperative agreement;

          b. If any funds other than Federal appropriated funds have been paid or will be paid to any
          person for influencing or attempting to influence an officer or employee of any agency, a
          Member of Congress, an officer or employee of congress, or an employee of a Member of
          Congress in connection with this Federal Contract, grant, loan, or cooperative agreement, it
          will complete and submit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in
          accordance with its instructions;

          c. It will require that the language of paragraph (d) of this certification be included in the
          award documents for all sub awards at all tiers (including subcontracts, subgrants, and
          contracts under grants, loans, and cooperative agreements) and that all subrecipients shall
          certify and disclose accordingly; and

          d. Lobbying Certification - Paragraph d

          This certification is a material representation of fact upon which reliance was placed when
          this transaction was made or entered into. Submission of this certification is a prerequisite
          for making or entering into this transaction imposed by section 1362, title 31, U.S. Code.
          Any person who fails to file the required certification shall be subject to a civil penalty of not
          less than $10,000 and not more than $100,000 for each such failure.

     6. Copyright

     If this contract results in any copyrightable material or inventions, the Grantee and/or grantor
     agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce,
     publish or otherwise use and to authorize others to use, the work or materials for government
     purposes.

7. Religious Organization

     The Subrecipient agrees that funds provided under this contract will not be utilized for religious
     activities, to promote religious interests, or for the benefit of a religious organization in accordance
     with the Federal regulations specified in 24 CFR 570.200(j).
                                       Exhibit Q – page 12 of 13



X. SEVERABILITY

     If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
     affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.


                City of Lewisville                         DENTON COUNTY FRIENDS OF THE
                                                                     FAMILY


By:_____________________________________              By:______________________________________
          Claude King, City Manager                      Toni Johnson-Simpson, Executive Director


Attest:___________________________________
            Julie Heinze, City Secretary


APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
________________________________________
        Lizbeth Plaster, City Attorney
                                      Exhibit Q – page 13 of 13


                                  Attachment A - Program Summary

The Lewisville Relationship Violence & Sexual Assault Recovery Program offers free individual and
group counesling to both children and adults. The Outreach Advocacy Program provides clients with
assistance to service immediate needs such as food, clothing, shelter, and legal advocacy.

                                  Attachment B - Program Time Line

                         October 1, 2010 THROUGH SEPTEMBER 30, 2011

The grant award is made for a one-year period.


                                  Attachment C – Scope of Services

 A.      Targeted Lewisville (Unduplicated) Clients: 250

 B.      Service Unit 1: Provide 1,600 counseling hour(s). Each counseling hour(s) will be reimbursed
         at a rate of $41.22 not to exceed $9,500 for the entire contract.

 C.      Service Unit 2: Provide 888 shelter day(s). Each shelter day(s) will be reimbursed at a rate of
         $39.67 not to exceed $9,500 for the entire contract.


                                 Attachment D – Outcome Measures

   A. Intermediate
          1. 75% of clients will report an increased sense of safety.

   B. Long-term
         1. 100% of clients will show improvements in one or more of their individually stated goals.

   C. H.U.D. Mandated Performance Measure – the following objective and outcome designated for
      DENTON COUNTY FRIENDS OF THE FAMILY will be used by the City in reporting public
      service activity:

           1. Objective – Suitable Living Environment
           2. Outcome – Availability/Accessibility
                                          Exhibit R – page 1 of 3


Resolution No. ___________

                                      LETTER OF AGREEMENT


This letter and the attached documents constitute an agreement between the City of Lewisville Public
Services Department and the Economic Development and Planning Department, Planning and
Community Services Division for the performance of the following project and associated costs:

PROJECT NAME                               FUND/ACCOUNT/CENTER                          AMOUNT

Edwards Street Concrete Repair                 Grant Fund – CDBG               Street Rehab      $183,200
Project                                        280-1522-419-XX-XX



The Economic Development and Planning Department will provide the Public Services Department
with Community Development Block Grant (CDBG) funds not to exceed $ 183,200 for the operation of
the above listed program for the purposes specified by Program Summary (Exhibits A), Program Time
Line (Exhibit B) and the Operating Budget (Exhibit C).

The Period of performance for the work will begin October 1, 2010 and end September 30, 2011

These funds will be provided through the City’s accounting system and the requisition documents will
be reviewed by the Grant Coordinator. Copies of the Time and Attendance reports reflecting actual
hours worked and any other expenditure associated with the project must be submitted to the Grant
Coordinator by the 15th of the month for the preceding month, along with monthly activity reports
indicating the achievements toward the goals and objectives specified in the Program Summaries.
Mileage and telephone logs are to be maintained, if payment is charged or reimbursement is requested
from CDBG accounts. In addition, the Public Services Department agrees to maintain adequate backup
to document the achievement of the program goals in a detail suitable for HUD audit for five (5) years
after the completion of Programs, or if audit findings exist, five (5) years after clearance of the findings.

Any expenses incurred by activities of the Public Services Department Staff by CDBG monies found by
the Grant Coordinator to be outside the scope of this agreement shall be deemed to be reimbursable
expense to the appropriate CDBG account.


____________________________                                  ____________________________
Nika Reinecke                                                 Carole Bassinger
Director of Economic Development and Planning                 Director of Public Services



____________________________                                  ____________________________
Date:                                                         Date:
                                        Exhibit R – page 2 of 3


                                        EXHIBIT A
                                    PROGRAM SUMMARY

The project is located in Old Town Lewisville, in the recently designated “Edna-Charles Targeted
Reinvestment and Improvement Neighborhood”. The project service area is completely residential in
nature comprising the blocks of Edwards Street from Charles to Edna. The western section and eastern
sections of the Edna-Charles TRAIN were funded in the two previous years. This Street Rehabilitation
project will complete the multi-year neighborhood projects. CDBG funds will be used up to the
maximum allocated. The Public Services Department may use other funding if available to complete
the project. If adequate funds are not available, Public Services will select among the street segments,
phases of construction and construction quantities that may be removed from the project to prioritize
completion. Concrete panel repair will take place on Edwards from Charles Street to Cowan. Asphalt
overlay will be used from Cowan to Edna.

The project is not identified by census data as a low/moderate income area. A preliminary review
conducted by Planning and Community Services Staff indicates that the area is low/moderate income
and would qualify for assistance. However, an Income Survey must be conducted to verify eligibility of
the exact streets to be included in the project. Hard construction funds cannot be spent on the project
until the results are certified by HUD. Soft costs for survey work, environmental clearance and bid
preparation and advertising may be spent in the interim.

Program Goal:         To complete street rehabilitation benefitting approximately 46 residences.


                                        EXHIBIT B
                                    PROGRAM TIMELINE

              Date                                                Description

October 1, 2010 -                Income Survey: Community Development staff will conduct a door-to-door
November 30, 2010                survey in order to qualify the service area as low- to moderate income.
October 1, 2010 -                Environmental Review: Economic Development staff performs an
December 31, 2010                Environmental Assessment, publishes findings, requests release of funds
                                 from HUD and waits for receipt of release of funds approval after a public
                                 comment period.
October 1, 2010 -                Street Rehab Design: Public Services staff writes work specification.
December 31, 2010
December 1, 2010 -               Street Rehab Bid & Award: Public Services and CD staff develop a bid
January 31, 2011                 packet, expand bid lists to include minority and Section 3 businesses as
                                 possible, pull Davis Bacon wage determination, release bid, conduct pre-bid
                                 conference, review bids and recommend award of contract to City Council.
February 1, 2011 -               Construction: pre-construction conferences, contractor/subcontractor
April 30, 2011                   certifications, clear debarred list, construction, Davis Bacon wage interviews,
                                 and inspections.




                                             EXHIBIT C
                                         Exhibit R – page 3 of 3


                                      OPERATING BUDGET

Direct cost for sanitary sewer rehabilitation/ replacement:           $93,416
Direct cost for street rehabilitation:                                $87,016
Project Contingency                                                   $0
Total CDBG Funds committed                                            $180,432



IN-KIND SERVICES
      The Public Services Department will provide project design and specifications, inspection and
      construction oversight, and financial management for this project at no charge to the CDBG
      Program.
                                           MEMORANDUM

    TO:            Claude King, City Manager

    VIA:           Eric Ferris, Director of Community Development

    FROM:          T. S. Kumar, P.E., City Engineer

    DATE:          September 7, 2010

    SUBJECT:       Consideration of a Final Plat of the Storage Super Center Addition, Lots 3R
                   and 4R, Block A, a 3.239 Acre Parcel Zoned Light Industrial (LI) and
                   Warehouse (WH) Located on the Northeast Quadrant of Main Street and
                   Business Hwy 121 With One Plat Related Variance and Two Site Plan Related
                   Variances to the Lewisville City Code – Section 6-103, Access Management as
                   Requested by the Owner of Lot 3R.

    BACKGROUND
t
    The subject property is being re-platted for the purpose of constructing a Quick Trip gas station
    and convenience store. The Quick Trip will be located on Lot 3R while there is an existing retail
    center on Lot 4R. The applicant has applied for a plat related variance a) to allow a 220 foot
    control of access on Business 121 in lieu of the required 250 feet and a 163 foot control of access
    on Main Street in lieu of the required 250 feet. The applicant has also applied for two site plan
    related variances as follows: b) to allow Driveway spacing as low as 60 feet along Business Hwy
    121 in lieu of the required 230 feet required for major traffic carriers and c) to allow a modified
    median opening at 400 foot spacing along Business Hwy 121 in lieu of the required 1320 foot
    (quarter mile) spacing for median openings along major traffic carriers.
    The Planning & Zoning commission recommended approval of the plat and variance “a” (7-0) at
    their September 7th, 2010 meeting.

    ANALYSIS

    The City of Lewisville Access Management Policy was approved by the City Council on
    December 21, 2009. The control of access, driveway locations and spacing and median opening
    criteria are governed by the Access Management Policy (now Section 6-103 of the General
    Development Ordinance) and are slightly different and supersede the criteria found in other
    sections of the ordinance.

    a.     To allow a 220 foot control of access on Business 121 in lieu of the required 250 feet and a
    163 foot control of access on Main Street in lieu of the required 250 feet.

    Section 6-103 of the General Development Ordinance requires a 250 foot control of access along
    specified Major Traffic Carriers on the City of Lewisville Thoroughfare Plan including SH 121
    and Main Street. Control of access is the distance from a street intersection measured from the
Subject: Storage Super Center Addition Final Plat- Variances
September 7, 2010
Page 2 of 3


intersecting right-of-way lines to the radius point of the first permitted driveway along the street.
The developer has requested a variance to allow a new driveway 220 feet from Main Street along
Business Hwy 121 and to allow an existing driveway to remain 163 feet from Business Hwy 121
along Main Street. As mentioned earlier, the driveway with 163 feet of access control to the
intersection along Main Street is an existing driveway serving the Royal Carwash which will be
shared with the Quick Trip. Staff has no opposition to the request because the applicants have
supported the request with a Traffic Impact Analysis indicating the subject driveways will not
create adverse conditions for the through traffic and have worked with both City staff, adjoining
property owners and the Texas Department of Transportation to come up with an overall access
plan which includes the following two site plan variances that provides safe and adequate access to
the four adjacent sites.

b.     To allow Driveway spacing as low as 60 feet along Business Hwy 121 in lieu of the
required 230 feet required for major traffic carriers

Section 6-103 of the General Development Ordinance requires 230 feet of spacing between
driveways along major traffic carriers as designated on the City Thoroughfare Plan. The main
purpose for the requirement is to accommodate the construction of deceleration lanes for new
driveways along major traffic carriers. In this case, the applicants are proposing removal of the
existing retail center driveway and construction of two new driveways along Business Hwy 121.
The two new driveways closest to the intersection are proposed at 82 feet apart and the second
(easternmost) driveway is proposed at 60 feet from an existing third driveway serving a
commercial property to the east. The existing developments on either side and lack of street
frontage on the proposed QT lot creates a hardship to accommodate the required spacing. Staff has
no opposition to the request as the applicants are proposing to extend the westbound right
turn/deceleration lane on Business Hwy 121 at Main Street to support the new driveway
configuration. Also as indicated above, the applicants have supported the request with a Traffic
Impact Analysis indicating the subject driveways will not create adverse conditions for the through
traffic and have worked with City staff the adjacent property owners and the Texas Department of
Transportation to come up with an overall access plan that provides safe and adequate access to the
four adjacent sites.

c.      To allow a modified median opening at 400 foot spacing along Business Hwy 121 in lieu
of the required 1320 foot (quarter mile) spacing for median openings along major traffic carriers.

Section 6-103 of the General Development Ordinance requires a minimum of 1320 feet (quarter
mile) between median openings along major traffic carriers that are designated on the City
Thoroughfare Plan. In this case, the applicants are proposing to modify the existing median and
westbound left turn lane in Business Hwy 121 at Main Street to allow for a modified median
opening which will allow for left turns only into the site roughly 400 feet from the intersection of
Business 121 and Main Street. Staff is not opposed to the request because the modified median
opening is supported with a Traffic Impact Analysis and is part of the overall access plan worked
out with City staff, the adjacent property owners and the Texas Department of Transportation.
Subject: Storage Super Center Addition Final Plat- Variances
September 7, 2010
Page 3 of 3


RECOMMENDATION

It is staff’s recommendation that the City Council approve the final plat of the Storage Super
Center Addition, Lots 3R & 4R, Block A and the requested variances as set forth in the caption
above.
                                    MINUTES
                         PLANNING AND ZONING COMMISSION
                                SEPTEMBER 7, 2010

Item 4:
The public hearing plats were the next item on the agenda. There was one item for consideration:

     A. Final Plat of Storage Super Center Addition, Lots 3R and 4R, Block A, a 1.76 acre tract
        zoned General Business (GB) and Warehouse (WH), located on the northeast corner of
        Main St. and Business State Highway 121.

Staff gave a brief presentation discussing the control of access variance requested for the proposed
Quik Trip location. Staff indicated that the turn lane from SH 121 onto Main St would be extended
further back to the east. Rod asked if there was an existing drive way in the turn lane. Staff
indicated that there was. Rod was concerned about having two drives in the busy turn lane. Staff
stated that the General Development Ordinance allows drives in the turn lane when adequate
storage and taper room is provided, and in this case Quik Trip would be extending it. Jim Gallegos
asked what the Traffic Impact Analysis TIA) findings were. Staff indicated that the TIA indicated
that there should not be any worse congestion than already exists, and that there may be some
backup experienced in the right turn lane at peak hours. The public hearing was opened and there
being no one present to speak, the public hearing was then closed. A motion was made by Karen
Boenker to recommend approval of the variance request to City Council, seconded by Alvin
Turner. The motion passed unanimously (7-0).
                                                                         1"=200'




                    SUBJECT
                   PROPERTY




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                                                                 S   S
                                                       BU   SINE
                                              AY   121
                                      I   GH W
                                 TE H
                              STA




                                         LOCATION MAP
                                              FOR
                                    QUIK TRIP STORE NO. 928
                                              MEMORANDUM




TO:              Claude King, City Manager

FROM:            Gina Thompson, Budget and Research Director

DATE:            September 16, 2010

SUBJECT:         Consideration of an Ordinance Amending the FY 2009-10 Adopted Budget;
                 and Consideration of Supplemental Appropriations to the Arts Center
                 Capital Project From TIF Bond Available Cash in the Amount of $138,657
                 and to the Toyota of Lewisville Railroad Park Capital Project From 4B 2007
                 Bond Available Cash in the Amount of $426,768.

BACKGROUND

The purpose of this ordinance is to amend the FY 2009-10 adopted budget to include all
supplements and changes approved by Council throughout the year.

A large percentage of these appropriations include the routine supplement completed each year
for prior year encumbrances (purchases) that overlap into the next fiscal year. Others relate to
actions taken to fund unbudgeted items during the year.

This ordinance will also authorize the following new supplements:

 Description                                                      Amount     Source
 Utility Fund
 Electricity                                                     $339,000    Current Revenue
 Raw Water                                                       $260,000    Current Revenue
 Overtime                                                         $50,000    Current Revenue

 Debt Service Fund
 Debt service associated with Utility Fund debt restructuring   $2,661,376   Current Revenue

 Health Insurance Fund
 Health Claims Costs                                             $650,000    Fund Balance

In addition, supplemental appropriations to the Arts Center capital project ($138,657) and the
Toyota of Railroad Park capital project ($426,768) are also being requested. The Arts Center
supplement will be used to purchase equipment needs for the art center and additional
contingency for any final change orders that may arise. The Toyota of Railroad Park supplement
will be used to pay for shade shelters for the Dog Park and Skate Park ($20,000), installation of
spectator seating in Dog Park area ($5,000), installation of Railroad Park gates/signage
($10,000), perimeter fencing ($10,000), signage ($91,000) and the remainder will be used for
Subject: Supplemental Appropriation
September 16, 2010
Page 2


costs that had originally been paid for using General 4B capital project cash. Utilizing bond
interest (which is limited to this purpose) will free up the General 4B Capital Project cash for
future projects.


RECOMMENDATION

That the City Council approve the ordinance amending the FY 2009-10 budget; and approve the
supplemental appropriations to the Arts Center and Toyota of Railroad Park capital projects.
                             ORDINANCE NO. _______________



               AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
               OF   LEWISVILLE,   TEXAS,    AMENDING    THE
               PREVIOUSLY ADOPTED AND APPROVED BUDGET
               ORDINANCE FOR THE FISCAL YEAR OCTOBER 1, 2009
               TO   SEPTEMBER   30,   2010;  BY  PROVIDING
               SUPPLEMENTAL APPROPRIATIONS TO THE VARIOUS
               FUNDS; PROVIDING AN EFFECTIVE DATE; AND
               DECLARING AN EMERGENCY.



       WHEREAS, there exists a growing public necessity, and it is an emergency expenditure

to meet unusual and unforeseen conditions which could not by reasonable, diligent thought and

attention be included in the original budget; and,

       WHEREAS, the various supplemental appropriations were deemed necessary and

approved individually for operations during Fiscal Year 2009-2010, and,

       WHEREAS, additional supplemental appropriations to the 2009-10 fiscal year budget

are required to the Utility, Debt Service and Health Funds and can be found in Exhibit A; and,

       NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE

CITY OF LEWISVILLE, TEXAS, THAT:

       SECTION 1. AMENDMENTS. The Ordinance adopting the budget for the Fiscal

Year, October 1, 2009 to September 30, 2010, be amended by the supplemental appropriations

approved by the City Council throughout the 2009-10 fiscal year including those in Exhibit A,

and that these supplemental appropriations are allocated for expenditures, and the estimates of

income are acceptable and proper and sufficient to pay such expenditures.

       SECTION 2.          EFFECTIVE DATE.           This Ordinance shall become effective

immediately upon its passage.
ORDINANCE NO. ___________________                                                        PAGE 2



       SECTION 3. EMERGENCY. It being for the public welfare that this Ordinance be

passed creates an emergency and public necessity, and the rule requiring this Ordinance be read

on three separate occasions be, and the same is hereby waived and this Ordinance shall be in full

force and effect from and after its passage and approval and publication, as the law in such cases

provides.

       DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF

LEWISVILLE, TEXAS, BY A VOTE OF ____ TO ____ , ON THIS THE 20TH DAY

OF SEPTEMBER, 2010.

                                                    APPROVED:


                                                    ____________________________________
                                                    Dean Ueckert, MAYOR


ATTEST:


__________________________________________
Julie Heinze, CITY SECRETARY


APPROVED AS TO FORM:


__________________________________________
Liz Plaster, CITY ATTORNEY
                             Supplemental Appropriations to the 2009‐2010 Budget

General Fund
     12/21/2009   Prior Year Encumbrances: SOCIAL SERVICES                                                     2,000
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: RFP LAKE DEVELOPMENT                                $             19,000
     12/21/2009   Prior Year Encumbrances: 54 OLD TOWN BANNERS                                                 2,898
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: WEBSITE DESIGN, PROGRAMMING & HOSTING                               6,999
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: AMMUNITION                                          $             11,605
     12/21/2009   Prior Year Encumbrances: BODY ARMOR                                                          1,905
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: COOLMAX UNIFORM SHIRTS                              $             29,614
     12/21/2009   Prior Year Encumbrances: RAINWEAR                                            $             10,863
     12/21/2009   Prior Year Encumbrances: VISIONAIR SOFTWARE                                                  3,000
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: 150 FT. OF 1.75" HOSE                                               1,423
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: FIRE PUMP REPAIR PARTS                                              2,299
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: CRASH BARRIER REPAIR PARTS                          $             10,490
     12/21/2009   Prior Year Encumbrances: ELECTRICAL SERVICE PANEL                                            1,825
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: REMOVE / INSTALL POLES. AND OTHER REPAIRS                           1,900
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: REPAIR AND REPLACE PLAYGROUND DAMAGED BY FIRE                       3,408
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: CUSTOM SOFTWARE DEVELOPMENT                                         1,890
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: SHORT SLEEVE SHIRTS FOR FIRE PREVENTION (DK NAVY)                      879
                                                                                               $                   
     12/21/2009   Prior Year Encumbrances: TRAINING FOR FIRE INSPECTORS                                        1,915
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: FEASIBILITY STUDY FOR NEW ANIMAL SHELTER                            6,000
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: EST. TO CONVERT FIXED ASSETS FROM STW TO HTE                             98
                                                                                               $                     
     12/21/2009   Prior Year Encumbrances: HOTEL OCCUPANCY TAX AUDIT                                           1,200
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: ATHLETIC COMPLEX                                                       365
                                                                                               $                   
                                                                                               $           121,576

Hotel/Motel Tax Fund
     12/21/2009 Prior Year Encumbrances: NAMING RIGHTS MARKET STUDY                                            5,901
                                                                                               $                
     12/21/2009 Prior Year Encumbrances: SECOND PHASE OF BRANDING CAMPAIGN                                        500
                                                                                               $                   
     12/21/2009 Prior Year Encumbrances: ON‐SITE SURVEYS AT CITY FESTIVALS AND CONCERTS                        1,750
                                                                                               $                
                                                                                                               8,151
                                                                                               $                

Grant Fund
     10/19/2009   Loan Star Library Grant                                                      $             29,634
      11/2/2009   USAI Homeland Security Grant                                                 $           176,773
      12/7/2009   TxDOT Traffic Safety Grant                                                                      820
                                                                                               $                   
     12/21/2009   Prior Year Encumbrances: INSTALLATION OF LCS MARKERBOARDS WITH TRIM                             761
                                                                                               $                   
     12/21/2009   Prior Year Encumbrances: INSTALLATION OF LCS MARKERBOARDS WITH TRIM                          1,294
                                                                                               $                
     12/21/2009   Prior Year Encumbrances: PUB WRKS STREET SEWER IMPROVEMENTS                  $           154,657
     12/21/2009   Prior Year Encumbrances: DAY STAY FOR ADULTS FACILITY                        $             40,000
     12/21/2009   Prior Year Encumbrances: DAY STAY FOR ADULTS FACILITY                                        1,377
                                                                                               $                
     12/21/2009   UASI‐HSGP Homeland Security Grant                                            $             35,000
     12/21/2009   Energy Efficiency and Conservation Block Grant                               $           913,000
      1/25/2010   Edward Byrne Memorial Justice Assistance Grant                               $             23,704
      1/25/2010   Texas Criminal Justice Division Justice Assistance Grant                     $           659,546
      5/3/2010    TxDOT Seat Belt Enforcement Program                                                          7,000
                                                                                               $                
      6/7/2010    Department of Homeland Security Grant                                        $           193,708
      6/21/2010   Texas Criminal Justice Assistance Grant                                      $             11,428
                                                                                                       2,248,702
                                                                                               $        
Fire & Police Training Fund
      3/15/2010 Supplemental to Fire & Police Training Fund due to increased usage                             6,000
                                                                                               $                
                                                                                                               6,000
                                                                                               $                

Court Technology Fund
      7/12/2010 Disk Storage Expansion                                                                      30,820
                                                                                               $             
                                                                                                            30,820
                                                                                               $             

Utility Fund
      12/21/2009   Prior Year Encumbrances: EMERGENCY RESPONSE PLAN FOR WW UTILITIES                           7,050
                                                                                               $                
      12/21/2009   Prior Year Encumbrances: EVALUATION/STUDY OF WATER LOSSES                   $             12,430
      12/21/2009   Prior Year Encumbrances: UNIFORMS                                                              481
                                                                                               $                   
      12/21/2009   Prior Year Encumbrances: CLEANING OF AIR DUCTS                                              4,080
                                                                                               $                
      12/21/2009   Prior Year Encumbrances: INSTRUMENTATION MAINTENANCE                        $             12,610
      12/21/2009   Prior Year Encumbrances: PUMP REPAIRS                                       $             20,837
      12/21/2009   Prior Year Encumbrances: SAMPLE ANALYSIS SERVICES                                                71
                                                                                               $                     
      12/21/2009   Prior Year Encumbrances: ESTIMATE TO CONVERT FIXED ASSETS FROM STW TO HTE                        98
                                                                                               $                     
      12/21/2009   Prior Year Encumbrances: SYSTEM UPGRADE FOR EMAIL INVOICING                                 1,728
                                                                                               $                
 *     9/20/2010   Electricity supplemental                                                    $           339,000
 *     9/20/2010   Raw Water supplemental                                                      $           260,000
 *     9/20/2010   Overtime                                                                    $             50,000
                                                                                               $           708,385

Recreation Fund
      12/21/2009 Prior Year Encumbrances: AUDIO VISUAL SYSTEM FOR HEDRICK HOUSE                                6,830
                                                                                               $                
                                                                                                               6,830
                                                                                               $                

Maintenance & Replacement Fund
      12/21/2009 Prior Year Encumbrances: 3 RIFLES  ROCK RIVER                                                 2,399
                                                                                               $                
      12/21/2009 Prior Year Encumbrances: PUMPER FIRE TRUCK                                    $           571,539
       4/5/2010 Moving excess communications tower funds to Maint. & Repl. Fund                $             35,496
                                                                                               $           609,434

Self Insurance Risk Fund
      12/21/2009   Prior Year Encumbrances: TRANSITION PLAN DEVELOPMENT AND TRAINING           $             25,002
      12/21/2009   Prior Year Encumbrances: SAMPLE ANALYSIS SERVICES                                              713
                                                                                               $                   
      12/21/2009   Prior Year Encumbrances: EMERGENCY RELOCATION COST DUE TO WATER DAMAGE                      2,125
                                                                                               $                
      12/21/2009   Prior Year Encumbrances: REPAIR AND REPLACE PLAYGROUND DAMAGED BY FIRE      $             44,273
      12/21/2009   Prior Year Encumbrances: OUTDOOR SIREN & POLE FOR RAILROAD ST. PARK         $             26,633
                                                                                               $             98,746

Health Insurance Fund
 *    9/20/2010 Health claim costs supplemental                                                           650,000
                                                                                               $           
                                                                                                          650,000
                                                                                               $           

Debt Service Fund
 *    9/20/2010 Utility fund debt restructuring                                                        2,661,376
                                                                                               $        
                                                                                                       2,661,376
                                                                                               $        
Capital Improvement Project Transfers
  *     9/20/2010                                                                                                     426,768
                                                                                                           $           
                  Transfer from 4B Fund C.O. Bond Sale 2007 (Fund 347) to Railroad Park Project (G00505)
  *     9/20/2010 Transfer from C.O. Bond Sale 2007 (Fund 327) to Arts Center Project (G30738)                        138,657
                                                                                                           $           




* Not previously approved by Council
                        ORDINANCE NO. _________________



               AN ORDINANCE OF THE CITY COUNCIL OF THE
               CITY OF LEWISVILLE, TEXAS, ADOPTING AND
               APPROVING A BUDGET FOR THE CITY OF
               LEWISVILLE, TEXAS FOR THE YEAR BEGINNING
               OCTOBER 1, 2010, AND ENDING SEPTEMBER 30,
               2011; PROVIDING FOR AN EFFECTIVE DATE; AND
               DECLARING AN EMERGENCY.



       WHEREAS, a budget for the fiscal year beginning October 1, 2010, and ending

September 30, 2011, has been prepared by the City Manager, as Budget Officer for the City

of Lewisville; and,

       WHEREAS, said budget has been presented by the City Manager, together with

his budget commentaries as provided for in Article 9 of the City Charter; and,

       WHEREAS, public notice of the public hearing upon this budget have been duly

and legally published as provided for in the City Charter and under the budget statute of the

State of Texas; and,

       WHEREAS, this proposed budget has been filed with the City Secretary; and,

       WHEREAS, FURTHER, after full and final consideration, one public hearing has

been held on said budget and it is in the opinion of the Mayor and City Council that the

budget, as filed, is balanced and does meet the requirements of the City of Lewisville for

the proper and sustained operation of the services of the City, and should be approved as

presented;
ORDINANCE NO. ____________________                                                 PAGE 2


       NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF

THE CITY OF LEWISVILLE, TEXAS, THAT:

       SECTION 1. The budget for the fiscal year 2010-2011 be adopted and approved,

and that the sums of money indicated below be approved as listed, and that the estimate of

income and financial support as shown be accepted as proper and sufficient to pay such

expenditures and that the City Manager be authorized to transfer funds as needed not

exceeding the following total fund appropriations:

       General Fund                      Expenditures     Debt Service        Total
        Non-Departmental                        669,533               -      669,533
        Mayor / Council                          66,850               -       66,850
        Administration                        1,006,165               -    1,006,165
        Public Records                          358,728               -      358,728
        Legal                                   604,607               -      604,607
        Police Department                    18,836,951               -   18,836,951
        Fire Department                      15,255,888               -   15,255,888
        Public Services                       5,938,438               -    5,938,438
        Parks & Leisure Services              6,001,456               -    6,001,456
        Community Development                 4,706,528               -    4,706,528
        Finance                               1,266,714               -    1,266,714
        Human Resources                         711,792               -      711,792
        Community Relations / Tourism           603,033               -      603,033
        Economic Dev. & Planning                601,915               -      601,915
        Information Technology                1,935,970               -    1,935,970
        Municipal Court                         908,125               -      908,125
        Expenditures Out of Reserves            729,749               -      729,749

                                             60,202,442               -   60,202,442



       Utility Fund                      Expenditures     Debt Service        Total
        Non-Departmental                      3,738,820       7,399,058   11,137,878
        Public Services                      13,974,956               -   13,974,956
        Community Development                   98,813                -      98,813
        Finance                                961,982                -     961,982
        Expenditures Out of Reserves           422,127                -     422,127
                                             19,196,698       7,399,058   26,595,756
ORDINANCE NO. ____________________                                                PAGE 3




                                                                   Transfers
                                                               Out/One Time
                                                                Expenditures
                                                                      Out of
 Other Funds                       Expenditures   Debt Service      Reserves         Total
 Debt Service Fund                            -      9,192,024             -      9,192,024
 Hotel / Motel Tax Fund               1,275,623              -       145,198      1,420,821
 Recreation Fund                        418,334              -        34,000       452,334
 Grant Fund                           1,116,184              -             -      1,116,184
 Waters Ridge PID Fund                    9,560              -        76,700        86,260
 Court Security Fund                     65,201              -             -        65,201
 Court Technology Fund                  103,920              -       131,000       234,920
 Police/Fire Training Fund               15,910              -             -        15,910
 Law Enf. Ofc. Educ. Stand. Fund         13,932              -             -        13,932
 TIF No. 1                                  500       368,979              -       369,479
 TIF No. 2                                    -              -             -              -
 Records Management Fund                  1,272              -             -         1,272
 Juvenile Case Manager Fund              81,371              -             -        81,371
 Insurance Risk Reserve Fund          1,466,399              -       601,271      2,067,670
 Maintenance & Replacement Fund       3,326,488              -        87,436      3,413,924
 Asset Forfeiture Fund - State           18,500              -             -        18,500
 Asset Forfeiture Fund - Federal         10,000              -             -        10,000
 Health Insurance Trust Fund          6,801,426              -       494,600      7,296,026
 OPEB Liability Trust Fund              359,000              -             -       359,000
 4B Sales Tax Fund                    1,838,763      2,895,812       220,474      4,955,049



       SECTION 2. All appropriations shall lapse at the end of the fiscal year.

        SECTION 3. All capital project appropriation balances as of September 30, 2010
shall roll forward to October 1, 2010.

       SECTION 4. EMERGENCY. It being for the public welfare that this ordinance

be passed creates an emergency and public necessity, and the rule requiring this ordinance

be read on three separate occasions be, and the same is, hereby waived, and this ordinance
ORDINANCE NO. ____________________                                                  PAGE 4


shall now be placed on its third and final reading for passage, and shall be in full force and

effect from and after its passage and approval and publication, as the law in such cases

provides.

       DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE

CITY OF LEWISVILLE, TEXAS, BY A VOTE OF _____ TO _____, ON THIS

THE 20TH DAY OF SEPTEMBER, 2010.

                                                      APPROVED:



                                                      ____________________________________
                                                      Dean Ueckert, MAYOR

ATTEST:



__________________________________________
Julie Heinze, CITY SECRETARY

APPROVED AS TO FORM:



__________________________________________
Lizbeth Plaster, CITY ATTORNEY
                             RESOLUTION NO. ______________



                 A RESOLUTION OF THE CITY COUNCIL OF THE CITY
                 OF LEWISVILLE, TEXAS, AUTHORIZING THE CITY
                 MANAGER TO HIRE UP TO TWO (2) ADDITIONAL
                 POLICE OFFICERS, ONE (1) ADDITIONAL COMMUNITY
                 SERVICE OFFICER, AND ONE (1) ADDITIONAL PUBLIC
                 SAFETY CALL-TAKER OVER THE FY 2010-2011
                 AUTHORIZED NUMBER OF POSITIONS TO ALLEVIATE
                 UNDERSTAFFING CAUSED BY TURNOVER.



       WHEREAS, the City Council establishes the authorized number of police officers,

community service officers, and public safety call-takers in the adopted budget; and,

       WHEREAS, the Police Department regularly operates at less than the authorized

strength; and,

       WHEREAS, the recruitment and selection process is lengthy and time-consuming and

the selection of quality public safety employees can not be compromised; and,

       WHEREAS, it is prudent to allow limited over-staffing when the hiring of quality staff is

possible as a tool to avoid the impacts related to public safety position shortages;

       NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE

CITY OF LEWISVILLE, TEXAS, THAT:

       SECTION 1. The City Council authorizes the City Manager to hire up to two (2)

additional police officers, one (1) additional community service officer, and one (1) additional

public safety call-taker over the FY 10-11 authorized staffing level.

       SECTION 2. This resolution shall take effect immediately.
RESOLUTION NO. ______________                                        Page 2



      DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF

LEWISVILLE, TEXAS, ON THIS THE 20TH DAY OF SEPTEMBER, 2010.



                                       APPROVED:



                                       ____________________________________
                                       Dean Ueckert, MAYOR

ATTEST:



____________________________________
Julie Heinze, CITY SECRETARY

APPROVED AS TO FORM:



____________________________________
Lizbeth Plaster, CITY ATTORNEY
                             ORDINANCE NO. ______________



               AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
               OF LEWISVILLE, TEXAS, ESTABLISHING THE TAX
               RATE AND TAX LEVY FOR THE CITY OF LEWISVILLE,
               TEXAS FOR THE YEAR 2010-2011, UPON ALL TAXABLE
               PROPERTY IN SAID CITY IN CONFORMITY WITH THE
               LAWS OF THE STATE OF TEXAS, AND THE CHARTER
               PROVISIONS AND ALL ORDINANCES OF SAID CITY;
               PROVIDING   A    REPEALER;     PROVIDING   FOR
               SEVERABILITY; PROVIDING FOR AN EFFECTIVE
               DATE; AND DECLARING AN EMERGENCY.


       NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE

CITY OF LEWISVILLE, TEXAS, THAT:

       SECTION 1. There shall be, and the same is hereby levied and assessed, to be collected

for the taxable year 2010, an ad valorem tax of forty-four and twenty-one thousandths cents

($0.44021) on each One Hundred Dollars ($100) valuation of property located within the present

city limits of the City of Lewisville, Texas made taxable by law, which said taxes when collected

shall be appropriated among the funds and departments of said city government of the City of

Lewisville, Texas, for Fiscal Year 2010-2011 for the purposes hereinafter set forth as follows, to

wit:

                              Maintenance and Operation            $0.32289

                              Principal and Interest on
                              Debt of this City                    $0.11732

                              TOTAL TAX RATE                       $0.44021
ORDINANCE NO. ______________                                                                Page 2



          SECTION 2. The Finance Department of the City of Lewisville, Texas, is hereby

directed to assess, extend, and enter upon the tax rolls of the City for the current taxable year

2010 the amounts and rates herein levied and same when collected shall be deposited in the

depository of the City to be distributed in accordance with the provisions of this ordinance.

          SECTION 3. REPEALER. Every ordinance or parts of ordinances found to be in

conflict herewith are hereby repealed.

          SECTION 4. SEVERABILITY. If any section, sentence, clause, or phrase of this

ordinance shall for any reason be held to be invalid, such decision shall not affect the validity of

the remaining sections, sentences, clauses, or phrases of this ordinance, but they shall remain in

effect.

          SECTION 5. EFFECTIVE DATE. This ordinance shall become effective immediately

upon its passage and publication as required by law.

          SECTION 6. EMERGENCY. It being for the public welfare that this ordinance be

passed creates an emergency and public necessity, and the rule requiring this ordinance be read

on three separate occasions be, and the same is hereby waived, and this ordinance shall be in full

force and effect from and after its passage and approval and publication, as the law in such cases

provides.

          DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF

LEWISVILLE, TEXAS, BY A VOTE OF _____ TO _____, ON THIS THE 20TH DAY OF

SEPTEMBER, 2010.
ORDINANCE NO. ______________                                           Page 3



                                         APPROVED:



                                         ____________________________________
                                         Dean Ueckert, MAYOR

ATTEST:


______________________________________
Julie Heinze, CITY SECRETARY

APPROVED AS TO FORM:


_____________________________________
Lizbeth Plaster, CITY ATTORNEY
                                       MEMORANDUM


TO:            Claude King, City Manager

FROM:          Melinda Galler, Human Resources Director

DATE:          September 16, 2010

SUBJECT:       Approval of a Contract for Individual and Aggregate Stop Loss Insurance in
               the Amount of $511,045 to CIGNA HealthCare; and Authorization for the
               City Manager to Execute All Necessary Documents.

BACKGROUND

The City of Lewisville has provided a health insurance plan through a partially self-insured
program since 1990. The City has utilized Cigna to administer its plan of benefits and to provide
individual and aggregate stop loss coverage since 2006.

Under the partially self-insured plan, the City is responsible for the first dollar coverage of each
claim with individual stop loss coverage for all claims in excess of this amount. Aggregate stop
loss insurance provides overall plan protection by assuring that insurance coverage is provided
when total claim payments exceed a specified amount. This specific amount is calculated by
multiplying the number of lives on the plan by the attachment factor. Based on the proposed
attachment factor of $697.11, the aggregate limit is $5,763,717. The plan is protected from
paying out any claims in excess of this amount.

ANALYSIS

The City of Lewisville released an RFP for stop loss insurance in July and received quotes from
three vendors including Cigna, our current stop loss provider, Kanawha and Unimerica (SLIS).
The quote from Cigna is the best price and includes the most comprehensive coverage. In 2010-
11, the staff is recommending that the Individual Stop Loss deductible be increased from
$125,000 to $135,000. This change will save the City of Lewisville approximately $45,226.
The City of Lewisville Health Plan would have to incur four claims over $135,000 to offset the
savings. Over the past several years, the Health Plan has averaged less than four claims over
$135,000 annually (08/09 - one claim, 07/08 - two claims, and 06/07 - two claims).

Under the CIGNA proposal for Stop Loss, the aggregate coverage premium is $40,927, and the
premium for individual stop loss is estimated to be $470,118 annually and covers all charges
incurred in twelve months but paid in fifteen months for 100% of plan participants.

RECOMMENDATION

It is City staff’s recommendation that the City Council award Aggregate and Individual Stop
Loss Insurance coverage to CIGNA HealthCare as set forth in the caption above.
                                         ORDINANCE NO. ______________



                   AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
                   OF LEWISVILLE, TEXAS AMENDING THE LEWISVILLE
                   CODE OF ORDINANCES, CHAPTER 2, SECTION 2-201
                   FEE SCHEDULE WITH VARIOUS FEES CHARGED BY
                   SEVERAL DEPARTMENTS OF THE CITY; PROVIDING A
                   REPEALER;   PROVIDING    FOR   SEVERABILITY;
                   PROVIDING AN EFFECTIVE DATE; AND DECLARING
                   AN EMERGENCY.



         WHEREAS, the City Council of the City of Lewisville, Texas, has determined that for

the health, welfare, and safety of its citizens, it is desirable that certain amendments to Chapter 2,

Section 2-201 of the City Code of the City of Lewisville, Texas, are necessary;

         NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE

CITY OF LEWISVILLE, TEXAS, THAT:

         SECTION I. REPEAL

         A.     City Code, Chapter 2, Section 2-201, Fee Schedule, is hereby amended by repealing

the following fees:

Fee Title
Indoor firing range: Option 2: 4-hour minimum guarantee; LPD facility representative on site, turning and "running man" target
system use
Building permit, based on total value:
   $1.00 - $1,000.00
   $1,001.00 - $2,000.00
   For the first $1,000.00
   Plus, for each additional $100.00 or fraction thereof, to and including $2,000.00
   $2,001.00 - $25,000.00
   For the first $2,000.00
   Plus, for each additional $1,000.00 or fraction thereof, to and including $25,000.00
   $25,001.00 - $50,000.00
   For the first $25,000.00
   Plus, for each additional $1,000.00 or fraction thereof, to and including $100,000.00
ORDINANCE NO. ___________________                                                           PAGE 2


   $50,001.00 - $100,000.00
   For the first $50,000.00
   Plus, for each additional $1,000.00, or fraction thereof, to and including $100,000.00
   For the first $100,000.00
   Plus, for an additional $1,000.00 or fraction thereof
Electrical permit
   Per square foot of floor area
   Minimum
Plumbing permit:
   Per square foot of floor area
   Minimum
Plan review:
   Additional plan review, per hour, one-hour minimum
Swimming pool permit (new construction)
Plumbing contractor registration
Mechanical contractor registration
Irrigation contractor registration
Pool contractor registration
Fence contractor registration
General contractor registration
Master electrician license
   Initial fee (expires 12/31)
   Renewal fee (if renewed by 1/31)
Journeyman electrician license:
   Initial fee (expires 12/31)
   Renewal fee (if renewed by 1/31)
Electrical license exam fee
Sign contractor registration (expires 12/31)
Fence permit fees (based on total valuation):
   $1.00--$1,000.00
   $1,001.00--$2,000.00:
   For the first $1,000.00
   Plus, for each additional $100.00 or fraction thereof, to and including $2,000.00
   $2,001.00--$25,000.00:
   For the first $2,000.00
   Plus, for each additional $1,000.00 or fraction thereof, to and including $25,000.00
   $25,001.00--$50,000.00:
   For the first $25,000.00
   Plus, for each additional $1,000.00 or fraction thereof, to and including $50,000.00
   $50,001.00--$100,000.00:
ORDINANCE NO. ___________________                                                                                    PAGE 3


   For the first $50,000.00
   Plus, for each additional $1,000.00 or fraction thereof, to and including $100,000.00
   $100,001.00 and up
   For the first $100,000.00
   Plus, for each additional $1,000.00 or fraction thereof
Sign permit fees:
   Based on sign area:
   0--50
   51--100
   101--200
   201--300
   301--400
   401--500
   501--600
   601--700
   701--800
   801--900
   901--1,000


Customer deposit for water and/or sewer and/or garbage: Customer deposit shall include the garbage deposit:
   5/8"-- 3/4"


Recreation Participation Fees: Youth Athletics: Non-city registration per participant


Facility fees: Lake Park Athletic Fields (1 ½ hour maximum reservation):
Lake Park entrance fees: Boat dealer season pass for demo/maintenance vehicles and accompanying customers
Lake Park entrance fees: Entrance fee per vehicle with rental pavilion
Lake Park entrance fees: Golden Eagle passport, per day
Campground: Golden Eagle passport per day
Campground: Extra 15 amp service, per day
Campground: Extra 30 amp service per day
Lake Park group picnic areas: Cancellations (If reservation is cancelled more than 21 days before the rental date)
Lake Park group picnic areas: Senior activity center usage fees (cannot be reserved more than one month in advance; all fees
include supervisory costs)
Central Park: Rental per day (Up to 50 people)
Central Park: Cancellation fee(s) (If the reservation is cancelled less than one week prior to the event)
Aquatic facilities: Greater Lewisville Area Soccer Association Appreciation Day
Aquatic facilities: Lewisville Football Association Appreciation Day
Aquatic facilities: Basketball Congress International Appreciation Day
Aquatic facilities: Boy Scouts Appreciation Day
ORDINANCE NO. ___________________                                                                            PAGE 4


Aquatic facilities: Girl Scouts Appreciation Day
Aquatic facilities: City of Lewisville Employee Appreciation Day
Aquatic facilities: Public Safety Appreciation Day
Aquatic facilities: Library Patron Appreciation Day
Aquatic facilities: Lewisville Independent School District Employee Appreciation Day
Aquatic facilities: Denton County Employee Appreciation Day
Aquatic facilities: Lake Cities Track Club Appreciation Day
Aquatic facilities: LISD Special Olympics Appreciation Day
Aquatic facilities: Lewisville Baseball Association Day
Aquatic facilities: Family Night
College Street Aquatic Facility: Morning party rentals
College Street Aquatic Facility: Shelter reservations
College Street Aquatic Facility: Partybrella rentals
Sun Valley Tennis Courts: Key deposit
Sun Valley Tennis Courts: Reserved time for a tennis court (maximum of one)


Credit card processing fee for telephone or computer payments (per transaction)



            SECTION II. AMENDMENTS.

            A.        City Code, Chapter 2, Section 2-201, Fee Schedule, is hereby amended by adding

the following fees:

Fee Title                                                                                       Fee Amount
Poly Envelopes for Banknote Certified Copies                                                    $2.00
Indoor firing range: Option 2: 4-hour minimum guarantee; LPD facility representative on site,   $60.00
turning and "running man" target system use


Building permit:
   Per square foot:                                                                             $0.29
   Minimum                                                                                      $30.00
Electrical permit
   Per square foot of floor area                                                                $0.035
   Minimum                                                                                      $30.00
Plumbing permit:
   Per square foot of floor area                                                                $0.035
   Minimum                                                                                      $30.00
Plan review:
   Additional plan review, per hour, one-hour minimum                                           $50.00
ORDINANCE NO. ___________________                                                                 PAGE 5


Swimming pool permit (new construction) (Includes mechanical, electrical and plumbing   $375.00
permit)
Fence contractor registration                                                           $80.00
General contractor registration                                                         $80.00
Sign contractor registration (valid for one year from date of issuance)                 $80.00
Fence permit
   Per linear foot                                                                      $0.50
   Minimum                                                                              $25.00
   Maximum                                                                              $175.00
Carport permit                                                                          $100.00
Accessory structure permit
   Per square foot                                                                      $0.13
   Minimum                                                                              $30.00
Demolition permit                                                                       $50.00
Roof replacement permit (per square foot)
   Residential                                                                          $0.11
   Commercial                                                                           $0.13
Interior finish permit (per square foot) (includes alteration/repairs)                  $0.16
Sign permit
   Per square foot, per face                                                            $0.45
   Minimum                                                                              $30.00
Irrigation permit (new)                                                                 $80.00
Construction trailer                                                                    $100.00
Shell building (per square foot)                                                        $0.13
Electronic plan review / submittal fees:
Plan Submittals - Plats 1st Submittal -    (all) - Less than 5 acres                    $75.00
Plan Submittals - Plats 1st Submittal -    (all) - 5 acres to 10 acres                  $100.00
Plan Submittals - Plats 1st Submittal -    (all) - More than 10 acres                   $150.00
Plan Submittals - Plats 1st Submittal -    (all) - Annual User Access Fee               $150.00

Plan Submittals - Plats 2nd Submittal - (all) - Less than 5 acres                       $50.00
Plan Submittals - Plats 2nd Submittal - (all) - 5 acres to 10 acres                     $75.00
Plan Submittals - Plats 2nd Submittal - (all) - More than 10 acres                      $100.00

Plan Submittals - Plats 3rd+ Submittal - (all) - Less than 5 acres                      $25.00
Plan Submittals - Plats 3rd+ Submittal - (all) - 5 acres to 10 acres                    $50.00
Plan Submittals - Plats 3rd+ Submittal - (all) - More than 10 acres                     $75.00

Engineering Site Plans - 1st Submittal -    (all) - Less than 5 acres                   $75.00
Engineering Site Plans - 1st Submittal -    (all) - 5 acres to 10 acres                 $100.00
Engineering Site Plans - 1st Submittal -    (all) - More than 10 acres                  $150.00
Engineering Site Plans - 1st Submittal -    (all) - Annual User Access Fee              $150.00

Engineering Site Plans - 2nd Submittal - (all) - Less than 5 acres                      $50.00
ORDINANCE NO. ___________________                                                                       PAGE 6

Engineering Site Plans - 2nd Submittal - (all) - 5 acres to 10 acres                          $75.00
Engineering Site Plans - 2nd Submittal - (all) - More than 10 acres                           $100.00

Engineering Site Plans - 3rd+ Submittal - (all) - Less than 5 acres                           $25.00
Engineering Site Plans - 3rd+ Submittal - (all) - 5 acres to 10 acres                         $50.00
Engineering Site Plans - 3rd+ Submittal - (all) - More than 10 acres                          $75.00

New Construction - Architectural - Commercial (5,000 Sq. Ft. or less)                         $75.00

New Construction - Architectural - Commercial (5001 Sq. ft. to 10,000 Sq. Ft.)                $100.00
New Construction - Architectural - Commercial (10,001 sq. ft. or more)                        $150.00

New Construction - Architectural - Commercial (Annual User Access Fee)                        $150.00



New Construction - Architectural - Commercial - 2nd (5,000 Sq. Ft. or less)                   $50.00

New Construction - Architectural - Commercial - 2nd (5001 Sq. ft. to 10,000 Sq. Ft.)          $75.00

New Construction - Architectural - Commercial - 2nd (10,001 sq. ft. or more)                  $100.00



New Construction - Architectural - Commercial - 3rd+ (5,000 Sq. Ft. or less)                  $25.00

New Construction - Architectural - Commercial - 3rd+ (5001 Sq. ft. to 10,000 Sq. Ft.)         $50.00

New Construction - Architectural - Commercial - 3rd+ (10,001 sq. ft. or more)                 $75.00

New Construction - Architectural - Residential (1,200 Sq. Ft. or less)                        $75.00

New Construction - Architectural - Residential (1201 Sq. ft. to 1700 Sq. Ft.)                 $100.00
New Construction - Architectural - Residential (1701 sq. ft. or more)                         $150.00
New Construction - Architectural - Residential (Annual User Access Fee)                       $150.00



New Construction - Architectural - Residential - 2nd (1,200 Sq. Ft. or less)                  $50.00

New Construction - Architectural - Residential - 2nd (1201 Sq. ft. to 1700 Sq. Ft.)           $75.00

New Construction - Architectural - Residential - 2nd (1701 sq. ft. or more)                   $100.00



New Construction - Architectural - Residential - 3rd+ (1,200 Sq. Ft. or less)                 $25.00

New Construction - Architectural - Residential - 3rd+ (1201 Sq. ft. to 1700 Sq. Ft.)          $50.00

New Construction - Architectural - Residential - 3rd+ (1701 sq. ft. or more)                  $75.00



New Construction - Architectural - Residential - Subdivision Master (1,200 Sq. Ft. or less)   $300.00
ORDINANCE NO. ___________________                                                                         PAGE 7


New Construction - Architectural - Residential - Subdivision Master (1201 Sq. ft. to 1700 Sq.
Ft.)                                                                                            $350.00

New Construction - Architectural - Residential - Subdivision Master (1701 sq. ft. or more)      $375.00



New Construction - Architectural -Residential Multi-Family Complex (10 Buildings or Less)       $150.00

New Construction - Architectural -Residential Multi-Family Complex (10 to 20 Buildings)         $200.00
New Construction - Architectural -Residential Multi-Family Complex (More than 20
Buildings)                                                                                      $250.00
New Construction - Architectural -Residential Multi-Family Complex (Annual User Access
Fee)                                                                                            $150.00



New Construction - Residential Multi-Family Complex - 2nd + (10 Buildings or Less)              $50.00

New Construction - Residential Multi-Family Complex - 2nd + (10 to 20 Buildings)                $100.00

New Construction - Residential Multi-Family Complex - 2nd + (More than 20 Buildings)            $125.00



Existing Buildings Or Additions - Remodel Commercial (5,000 Sq. Ft. or Less)                    $75.00

Existing Buildings Or Additions - Remodel Commercial (5,001 Sq. Ft. To 10,000 Sq. Ft.)          $100.00

Existing Buildings Or Additions - Remodel Commercial (10,000 Sq. Ft. or More)                   $150.00

Existing Buildings Or Additions - Remodel Commercial (Annual User Access Fee)                   $100.00



Existing Buildings Or Additions - Remodel Commercial - 2nd+ (5,000 Sq. Ft. or Less)             $50.00
Existing Buildings Or Additions - Remodel Commercial - 2nd+ (5,001 Sq. Ft. To 10,000 Sq.
Ft.)                                                                                            $75.00

Existing Buildings Or Additions - Remodel Commercial - 2nd+ (10,000 Sq. Ft. or More)            $100.00



Existing Buildings Or Additions - Remodel Residential (1,200 Sq. Ft. or Less)                   $25.00

Existing Buildings Or Additions - Remodel Residential (1,201 Sq. Ft. To 1,700 Sq. Ft.)          $50.00

Existing Buildings Or Additions - Remodel Residential (1,700 Sq. Ft. or More)                   $75.00

Existing Buildings Or Additions - Remodel Residential (Annual User Access Fee)                  $100.00



Existing Buildings Or Additions - Remodel Residential - 2nd+ (1,200 Sq. Ft. or Less)            $15.00

Existing Buildings Or Additions - Remodel Residential - 2nd+ (1,201 Sq. Ft. To 1,700 Sq. Ft.)   $20.00
ORDINANCE NO. ___________________                                                                   PAGE 8



Existing Buildings Or Additions - Remodel Residential - 2nd+ (1,700 Sq. Ft. or More)      $50.00



Existing Buildings Or Additions - Old Town Development Plan (Less Than 5 Acres)           $75.00

Existing Buildings Or Additions - Old Town Development Plan (5 to 10 Acres)               $100.00

Existing Buildings Or Additions - Old Town Development Plan (More Than 10 Acres)          $150.00

Existing Buildings Or Additions - Old Town Development Plan (Annual User Access Fee)      $30.00



Existing Buildings Or Additions - Old Town Development Plan - 2nd (Less Than 5 Acres)     $50.00

Existing Buildings Or Additions - Old Town Development Plan - 2nd (5 to 10 Acres)         $75.00

Existing Buildings Or Additions - Old Town Development Plan - 2nd (More Than 10 Acres)    $100.00



Existing Buildings Or Additions - Old Town Development Plan - 3rd+ (Less Than 5 Acres)    $25.00

Existing Buildings Or Additions - Old Town Development Plan - 3rd+ (5 to 10 Acres)        $50.00

Existing Buildings Or Additions - Old Town Development Plan - 3rd+ (More Than 10 Acres)   $75.00

Board Submittals - Zoning Change (Less Than 5 Acres)                                      $25.00
Board Submittals - Zoning Change (5 to 10 Acres)                                          $50.00
Board Submittals - Zoning Change (More Than 10 Acres)                                     $75.00
Board Submittals - Zoning Change (Annual User Access Fee)                                 $10.00

Board Submittals - Zoning Board of Adjustment (Less Than 5 Acres)                         $25.00
Board Submittals - Zoning Board of Adjustment (5 to 10 Acres)                             $50.00
Board Submittals - Zoning Board of Adjustmente (More Than 10 Acres)                       $75.00

Board Submittals - Zoning Board of Adjustment (Annual User Access Fee)                    $10.00

Board Submittals - Variances (Less Than 5 Acres)                                          $25.00
Board Submittals - Variances (5 to 10 Acres)                                              $50.00
Board Submittals - Variances (More Than 10 Acres)                                         $75.00
Board Submittals - Variances (Annual User Access Fee)                                     $10.00

Board Submittals - Construction Plans (Less Than 5 Acres)                                 $75.00
Board Submittals - Construction Plans (5 to 10 Acres)                                     $100.00
Board Submittals - Construction Plans (More Than 10 Acres)                                $150.00
Board Submittals - Construction Plans (Annual User Access Fee)                            $30.00

Board Submittals - Construction Plans - 2nd (Less Than 5 Acres)                           $50.00
Board Submittals - Construction Plans - 2nd (5 to 10 Acres)                               $75.00
ORDINANCE NO. ___________________                                                      PAGE 9

Board Submittals - Construction Plans - 2nd (More Than 10 Acres)             $100.00

Board Submittals - Construction Plans - 3rd+ (Less Than 5 Acres)             $25.00
Board Submittals - Construction Plans - 3rd+ (5 to 10 Acres)                 $50.00
Board Submittals - Construction Plans - 3rd+ (More Than 10 Acres)            $75.00

Board Submittals - Swimming Pools - (Less Than 5 Acres)                      $25.00
Board Submittals - Swimming Pools - (Annual User Access Fee)                 $25.00

Board Submittals - Fire Sprinklers (1,200 Sq. Ft. or Less)                   $50.00
Board Submittals - Fire Sprinklers (1,201 Sq. Ft. to 1,700 Sq. Ft.)          $75.00
Board Submittals - Fire Sprinklers (1,701 Sq. Ft. or More)                   $100.00
Board Submittals - Fire Sprinklers (Annual User Access Fee)                  $150.00

Board Submittals - Fire Sprinklers - 2nd+ (1,200 Sq. Ft. or Less)            $25.00
Board Submittals - Fire Sprinklers - 2nd+ (1,201 Sq. Ft. to 1,700 Sq. Ft.)   $50.00
Board Submittals - Fire Sprinklers - 2nd+ (1,701 Sq. Ft. or More)            $75.00

Board Submittals - Fire Alarm (1,200 Sq. Ft. or Less)                        $50.00
Board Submittals - Fire Alarm (1,201 Sq. Ft. to 1,700 Sq. Ft.)               $75.00
Board Submittals - Fire Alarm (1,701 Sq. Ft. or More)                        $100.00
Board Submittals - Fire Alarm (Annual User Access Fee)                       $150.00

Board Submittals - Fire Alarm - 2nd+ (1,200 Sq. Ft. or Less)                 $25.00
Board Submittals - Fire Alarm - 2nd+ (1,201 Sq. Ft. to 1,700 Sq. Ft.)        $50.00
Board Submittals - Fire Alarm - 2nd+ (1,701 Sq. Ft. or More)                 $75.00

Permits with Plans - Irrigation (One-Time Fee)                               $50.00
Permits with Plans - Irrigation (Annual User Access Fee)                     $10.00

Permits with Plans - Fence (One-Time Fee)                                    $25.00
Permits with Plans - Fence (Annual User Access Fee)                          $10.00

Permits with Plans - Sign (One-Time Fee)                                     $25.00
Permits with Plans - Sign (Annual User Access Fee)                           $10.00

Permits with Plans - Banners (One-Time Fee)                                  $10.00
Permits with Plans - Banners (Annual User Access Fee)                        $10.00

Permits with Plans - Special Events (One-Time Fee)                           $25.00
Permits with Plans - Special Events (Annual User Access Fee)                 $10.00

Permits with Plans - Mechanical (One-Time Fee)                               $10.00
Permits with Plans - Mechanical (Annual User Access Fee)                     $10.00

Permits with Plans - Plumbing (One-Time Fee)                                 $10.00
Permits with Plans - Plumbing (Annual User Access Fee)                       $10.00

Permits with Plans - Electrical (One-Time Fee)                               $10.00
ORDINANCE NO. ___________________                                                                            PAGE 10

Permits with Plans - Electrical (Annual User Access Fee)                                         $10.00

Permits with Plans - Roofing (One-Time Fee)                                                      $20.00
Permits with Plans - Roofing (Annual User Access Fee)                                            $10.00


Western Days Food Exhibitor Vendor (non-prepared items), 10x10                                   $200.00
Western Days Food Exhibitor Vendor (non-prepared items), 10x20                                   $300.00
Western Days Food Exhibitor Vendor (non-prepared items), 10x30                                   $400.00
Electricity 110v/31-60 amps (2 standard outlets w/ 4 plugs)                                      $100.00
Electricity 220v/31-60 amps                                                                      $150.00
Electricity 220v/61-100 amps                                                                     $300.00
Sounds of Lewisville Food Exhibitor Vendor (non-prepared items)                                  $25.00


Customer deposit for water and/or sewer and/or garbage: Customer deposit shall include the
garbage deposit:
   5/8"-- 3/4"                                                                                   $75.00


Special Events:
   All fees are waived for the city for city-designated events


Animal Control Division:
   All animal/pet registrations are waived for animals participating in City-sponsored special
events


Sewer Rates: Single Family Dwelling: Monthly minimum bill (2,000) gallons                        $8.20
Sewer Rates: Single Family Dwelling: Volume charge per 1,000 gallons (over 2,000) gallons        $3.30
Sewer Rates: Non-Single Family Dwelling: Monthly minimum bill (2,000 gallons)                    $8.20
Sewer Rates: Non-Single Family Dwelling: Volume charge per 1,000 gallons (over 2,000)            $3.30
gallons
Sewer Rates: New Customers: Flat fee until new winter average can be established                 $21.39
Sewer Rates: Sewer only customers                                                                $21.39
Sewer Rates: Wholesale sewer rates (Denton County Fresh Water Supply District)                   $2.87
Sewer Rates: Industrial Surcharge (BOD)                                                          $0.003688
Sewer Rates: Industrial Surcharge (TSS)                                                          $0.003044
Sewer Rates: Transported Liquid Waste Rate                                                       $8.20
Sewer Rates: Transported Liquid Waste Rate Volume Charge (per 1000 gals)                         $3.30
Sewer Rates: Treated wastewater effluent rates (per 1000 gals)                                   $0.15
Wholesale Water Demand Charge (per mgd)                                                          $312,806
Wholesale Water Volume Charge (per 1,000 gals)                                                   $1.59


Water and Wastewater-Main Extension Fee Calculation: (Individuals and Developers)
ORDINANCE NO. ___________________                                                                                      PAGE 11


  Extension fees shall be determined by the following calculation: Extension fee = Cost of
  Project/Total Acreage + Imbedded Interest
  The imbedded interest shall be determined by the following calculation: Imbedded interest =
  Cost of project/Total Acreage x Number of Days Outstanding x Daily Interest Rate


Recreation Participation Fees: Youth Athletics: Non-city registration per participant                $14.00
Facility fees: Lake Park Athletic Fields (1 ½ hour maximum reservation):
Lake Park entrance fees: Boat dealer season pass for demo/maintenance vehicles and                   $30.00
accompanying customers (each vehicle)
Lake Park entrance fees: Entrance fee per vehicle with rental pavilion or picnic areas (must be      $3.00
pre-purchased) (minimum of 20)
Lake Park group picnic areas: Cancellations (If reservation is cancelled more than 21 days           Rent minus a $10.00
before the rental date)                                                                              cancellation fee will be
                                                                                                     refunded
Lake Park group picnic areas: Senior activity center usage fees (cannot be reserved more than
two months in advance; all fees include supervisory costs)
Central Park: Rental per day (Up to 50 people)                                                       $50.00
Central Park: Cancellation fee(s) (If the reservation is cancelled less than one week prior to the   All rental fees
event)
College Street Aquatic Facility: Partybrella rentals                                                 $25.00 plus the cost of
                                                                                                     admission or $60.00 including
                                                                                                     entrance for 20 guests
Sun Valley Aquatic Facility: Group Reservations                                                      $25.00 for two hours plus
                                                                                                     $4.00 per person admission
Sun Valley Aquatic Facility: Group/corporate rates (private parties)
Sun Valley Aquatic Facility: Group/corporate rates (private parties): Deposit                        $100.00
Sun Valley Aquatic Facility: Group/corporate rates (private parties): Rental (two hours on           $500.00
designated evenings after public swim times)
Sun Valley Tennis Courts: Reserved time for a tennis court (maximum of one reservation at a          $3.00
time)
Tower Bay: Resident season pass, per vehicle                                                         $25.00
Tower Bay: Nonresident season pass per vehicle                                                       $50.00
Athletic Field Rentals: Two $15.00 vouchers to be used for field rental per register adult league Free
team per season
Skate Park Event Rental:
 For approved events with proper permits and insurance (per hour rental) (four hour minimum) $100.00


Arts Center:
 Equipment Rental Fees
  Stackable Banquet Chairs (each)                                                                    $5.00
  Tables (Rounds, classroom, serving) (each)                                                         $6.00
  Room reset fee (per change)                                                                        $100.00
  Portable Bar (each)                                                                                $50.00
  HeadTable Platform (Drum riser, elevated platform) (each)                                          $30.00
  Performance Hall Projector & Screen (per day)                                                      $100.00
ORDINANCE NO. ___________________                                                                             PAGE 12


  Portable Projector & Cart (per day)                                                              $150.00
  Portable Screen (per day)                                                                        $75.00
  Portable Sound System (per day)                                                                  $150.00
  Concert Grand Piano (per day)                                                                    $150.00
  Baby Grand (per day)                                                                             $100.00
  Upright Piano (per day)                                                                          $30.00
  Black Box Platform Reset (each)                                                                  $450.00
  Orchestra Shell (per day)                                                                        $300.00
  Dance floor in/out (per day)                                                                     $300.00
  Followspots (each per day)                                                                       $50.00
  Wireless Microphones (Handheld) (each per day)                                                   $40.00
  Wireless Microphones (Lapel/Body mic) (each per day)                                             $40.00
  Stage Monitors (each per day)                                                                    $15.00
  Wired Microphone (each per day)                                                                  $10.00
  Music Stand light (each per day)                                                                 $1.00
  Lighting Gel (per sheet)                                                                         $7.00
  Gaff tape (per roll)                                                                             $12.00


Personnel Fees:
  Stage Laborer (Stage Crew, Lighting Crew) (each) (per hour)                                      $24.00
  Control Board Operator (Lighting or Sound) (each) (per hour)                                     $30.00
  Master Electrician or Sound Engineer (each) (per hour)                                           $40.00


Other Fees:
  Cleaning Deposit (Special Clean-up, as required) (per event)                                     $250.00
  Security Deposit (For Events in Art Gallery, as required) (per event)                            $1000.00
 Other equipment or professional services not listed here can be offered for actual cost plus
 20%.


 Arts Center Manager shall be authorized to negotiate lease contracts that adjust fees by up to
 20 percent to allow for market conditions, or that waive certain fees if doing so is considered
 to be a business necessity. Contracts that include a fee reduction or waiver must be approved
 in advance by the City Manager's office.


Municipal Court: Credit Card Convenience Fees:
  $0 - 49.99                                                                                       $0.00
  $50.00 - 99.99                                                                                   $2.50
  $100.00 - 199.99                                                                                 $5.00
  $200.00 - 299.99                                                                                 $10.00
  $300.00 - 499.99                                                                                 $15.00
  $500.00 - 799.99                                                                                 $20.00
ORDINANCE NO. ___________________                                                                          PAGE 13


  $800.00 - higher                                                                           $25.00


Credit card processing fee for telephone or computer payments (per transaction) (excluding
Municipal Court: see Municipal Court Credit Card Convenience Fees)                           Up to $1.50


Oil/Gas Drilling:
  Gas well application fee (per well, per bore)                                              $10,000
  Oil/Gas Road Repair Fee:
     Concrete (Piped Water) (per lane mile)                                                  $7401
     Concrete (Hauled Water) (per lane mile)                                                 $22203
     Asphalt (Piped Water) (per lane mile)                                                   $9165
     Asphalt (Hauled Water) (per lane mile)                                                  $27495
  Right-of-Way Use License Fee                                                               $150




          SECTION II. REPEALER. Every ordinance or parts of ordinances found to be in

conflict herewith are hereby repealed.

          SECTION III. SEVERABILITY. If any section, sentence, clause, or phrase of this

ordinance shall for any reason be held to be invalid, such decision shall not affect the validity of

the remaining sections, sentences, clauses, or phrases of this ordinance, but they shall remain in

effect.

          SECTION IV.             EFFECTIVE DATE.                   This ordinance shall become effective on

October 1, 2009 except for all water and sewer rates contained herein which will become

effective on all water and sewer bills issued from and after November 1, 2009.

          SECTION V. EMERGENCY. It being for the public welfare that this ordinance be

passed creates an emergency and public necessity, and the rule requiring this ordinance be read

on three separate occasions be, and the same is hereby waived, and this ordinance shall be in full

force and effect from and after its passage and approval.
ORDINANCE NO. ___________________                                    PAGE 14


      DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF

LEWISVILLE, TEXAS, BY A VOTE OF _____ TO _____, ON THIS THE 20TH DAY

OF SEPTEMBER, 2010.



                                         APPROVED:



                                          ____________________________________
                                           Dean Ueckert, MAYOR

ATTEST:



__________________________________________
 Julie Heinze, CITY SECRETARY


APPROVED AS TO FORM:



__________________________________________
Lizbeth Plaster, CITY ATTORNEY
                              ORDINANCE NO. ______________



               AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
               OF LEWISVILLE, TEXAS, AMENDING CHAPTER 8, OF
               THE LEWISVILLE CITY CODE BY PROHIBITING THE
               USE, PURCHASE, POSSESSION, AND SALE OF THE
               SYNTHETIC CANNABINOID KNOWN OR SOLD UNDER
               SUCH NAMES AS “SPICE,” “GENIE,” “DaSCENTS,”
               “ZOHAI,” “SAGE,” “K-2,” AND “KO KNOCK-OUT 2” FOR
               PUBLIC HEALTH PURPOSES; PROVIDING A DEFENSE;
               PROVIDING FOR A REPEALER; PROVIDING FOR
               SEVERABILITY;    PROVIDING    A   PENALTY;   AND
               PROVIDING AN EFFECTIVE DATE.

        WHEREAS, the City Council of the City of Lewisville, Texas, has determined that

certain businesses within the City may be selling certain substances that when ingested produce

intoxicating effects similar to THC or marijuana; and,

        WHEREAS, the substances identified above are considered to be generally described as

synthetic cannabinoids or salvia divinorum distributed, sold and marketed under such names as “K-

2,” “K-2 SUMMET,” “K-2 SEX,” “GENIE,” “DASCENTS,” “ZOHAI,” “SAGE,” “SPICE,” “KO

KNOCK-OUT 2,” “SPICE GOLD,” “SPICE DIAMOND,” “YUCATAN FIRE,” “SOLAR FLARE,”

“PEP SPICE,” “FIRE N’ ICE,” AND “SALVIA DIVINORUM”; and,

        WHEREAS, the substances described above are not yet categorized as illegal controlled

substances under state or federal law; and,

        WHEREAS, the substances described above may be marketed as incense but are

commonly being used as an alternative to marijuana which is an identified and documented controlled

substance, the sale and use of which is prohibited under the laws of the State of Texas and the United

States; and,
ORDINANCE NO. ______________                                                                    Page 2



       WHEREAS, the synthetic cannabinoids substances identified above may be presented

under a variety of street names but share common ingredients including JWH-018 and JWH-073; and,

       WHEREAS, salvia divinorum contains the ingredient known as Salvinorin A; and,

       WHEREAS, these unregulated synthetic cannabinoids and salvia divinorum produce a very

potent, intoxicating effect which is estimated by the medical community to produce effects ranging

from three to one hundred times greater and more potent than THC, the active ingredient in

marijuana; and,

       WHEREAS, the substances identified above manifest all of the demonstrated attributes of

substances that deprive individuals of judgment, coordination and the ability to conduct themselves in

a safe and appropriate manner in modern society; and,

       WHEREAS, the available medical and law enforcement information on these products

indicates that individuals under the effects of these substances may be a clear and present danger to

themselves and others; further the long term effects of these substances are not yet known; and,

       WHEREAS, it is anticipated that the Texas Legislature will consider appropriate

regulation of these type of commodities in its upcoming legislative session but that it is essential for

the municipality to impose some type of reasonable restriction on these products until a state wide

regulatory system may be properly implemented; and,

       WHEREAS, the Lewisville Fire Department has responded to at least two calls

involving the use of products marketed as “K2”; and

       WHEREAS, it has been determined that the effects of these substances are a health

concern to the citizens of the City of Lewisville; and,
ORDINANCE NO. ______________                                                                         Page 3



       WHEREAS, the City Council of the City of Lewisville has determined for the health,

welfare and safety of its citizens that an amendment to the Lewisville City Code, Chapter 8, is

necessary;

       NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE

CITY OF LEWISVILLE, TEXAS, THAT:

       SECTION 1. Chapter 8 of the Lewisville City Code is hereby amended by adding the

following new section:

       Sec. 8-4.   Illegal smoking products.

                (a)     Purpose. The purpose of this section is to prohibit the use, possession,
       sale, ingestion or smoking of illegal smoking products and ingestion devices hereinafter
       defined within the city limits of the City of Lewisville.

               (b)      Definitions. The following words and phrases, when used in this section,
       shall have the meanings ascribed to them in this section, except where the context clearly
       indicates a different meaning:

                “Person” shall mean an individual, corporation, partnership, wholesaler, retailer
       or any licensed or unlicensed business.

               “Illegal Smoking Product” shall mean any substance, whether described as
       tobacco, herbs, incense, spice or any blend thereof, regardless of whether the substance is
       marketed for the purpose of being smoked, which includes any one or more of the
       following chemicals:

                      (1) Salvia divinorum or Salvinorin A; all parts of the plant presently
       classified botanically as salvia divinorum, whether growing or not, the seeds thereof, any
       extract from any part of such plant, and every compound, manufacture, salts derivative,
       mixture or preparation of such plant, its seeds or extracts;

                    (2) 2-[(1R,3S)–3–hydroxycyclohexyl]–5–(2–methylocatan–2–yl) phenol
       (also known as CP47,497) and homologues;

                     (3) (6aS,10aS)-9-(hydroxmethyl)-6,6-dimethyl-3-(2-methyloctan-2-yl)-
       6a,7,10,10a-tetrahydrobenzo[c]chormen-1-ol (also known as HU-211 or Dexanabinol);

                     (4)   1-pentyl-3-(1-naphthoyl)indole (also known as JWH-018); or
ORDINANCE NO. ______________                                                                          Page 4



                   (5)      1-butyl-3-(1-naphthoyl)indole (also known as JWH-073)

                   (6)      1-pentyl-3-(4-methocynaphthoyl)indole (also known as JWH-081).

             “Ingestion Device” shall mean equipment, a product or material that is used or
     intended for use in ingesting, inhaling, or otherwise introducing an illegal smoking
     product into the human body, including:

                 (1) a metal, wooden, acrylic, glass, stone, plastic, or ceramic pipe with or
     without a screen, permanent screen, hashish head, or punctured metal bowl;

                   (2)    a water pipe;

                   (3)    a carburetion tube or device;

                   (4)    a smoking or carburetion mask;

                   (5)    a chamber pipe;

                   (6)    a carburetor pipe;

                   (7)    an electric pipe;

                   (8)    an air-driven pipe;

                   (9)    a chillum;

                   (10) a bong; or

                   (11) an ice pipe or chiller.

             (c)         Unlawful uses.

                 (1) It shall be unlawful for any person to use, possess, purchase, barter, give,
     publicly display, sell or offer for sale any illegal smoking product.

                 (2) It shall be unlawful for any person to use or possess with intent to use an
     ingestion device to inject, ingest, inhale or otherwise introduce into the human body an
     illegal smoking product.

             (d)      Defense. It shall be a defense to a violation of this section that any act
     described in this article is under and pursuant to the direction or prescription of a licensed
     physician or dentist authorized to direct or prescribe such act.
ORDINANCE NO. ______________                                                                  Page 5



          SECTION 2. REPEALER. Every ordinance or parts of ordinances found to be in

conflict herewith are hereby repealed. Nothing contained herein shall be construed to conflict

with the Texas Controlled Substance Act, or any other state and/or federal law governing the

same.

          SECTION 3. SEVERABILITY. If any section, sentence, clause, or phrase of this

ordinance shall for any reason be held to be invalid, such decision shall not affect the validity of

the remaining sections, sentences, clauses, or phrases of this ordinance, but they shall remain in

effect.

          SECTION 4. PENALTY. Any person, firm or corporation who violates any provisions

of this Ordinance shall be deemed guilty of a misdemeanor and, upon conviction thereof in the

Municipal Court, shall be subject to a fine of not more than $2,000.00 for each offense, and each

and every day such offense is continued shall constitute a new and separate offense.

          SECTION 5. EFFECTIVE DATE. This Ordinance shall take effect and be in full

force and effect from and after the date of its passage and publication as required by law.
ORDINANCE NO. ______________                                                    Page 6



       DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF

LEWISVILLE, TEXAS, BY A VOTE OF               3    TO    1   , ON THIS THE 16TH DAY

OF AUGUST, 2010.

                                                  APPROVED:


                                                  ____________________________________
                                                  Dean Ueckert, MAYOR

ATTEST:


__________________________________________
Julie Heinze, CITY SECRETARY


APPROVED AS TO FORM:


__________________________________________
Lizbeth Plaster, CITY ATTORNEY

First Reading: August 16, 2010

Second Reading: September 13, 2010

Third and Final Reading: September 20, 2010
                             ORDINANCE NO. ______________



              AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
              OF LEWISVILLE, TEXAS, GRANTING TO DENTON
              COUNTY ELECTRIC COOPERATIVE, INC., D/B/A
              COSERV ELECTRIC, ITS SUCCESSORS AND ASSIGNS,
              THE NON-EXCLUSIVE RIGHT TO USE AND OCCUPY
              RIGHTS-OF-WAY WITHIN THE CITY OF LEWISVILLE
              FOR THE CONSTRUCTION AND OPERATION OF AN
              ELECTRIC TRANSMISSION AND DISTRIBUTION
              SYSTEM; PRESCRIBING CONDITIONS GOVERNING
              THE USE OF THE PUBLIC RIGHTS-OF-WAY;
              PROVIDING   FOR   COMPENSATION    THEREFOR,
              PROVIDING FOR AN EFFECTIVE DATE AND A TERM
              OF SAID FRANCHISE, PROVIDING FOR WRITTEN
              ACCEPTANCE OF THIS FRANCHISE; FINDING THAT
              THE MEETING AT WHICH THIS ORDINANCE IS
              PASSED IS OPEN TO THE PUBLIC; AND PROVIDING
              FOR SEVERABILITY.



       NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE

CITY OF LEWISVILLE, TEXAS, THAT:

SECTION 1. DEFINITIONS.

       For the purpose of this ordinance the following terms, phrases, words, abbreviations and
their derivations shall have the meaning given herein. When not inconsistent with the context,
words used in the present tense include the future tense, words in the plural number include the
singular number, and words in the singular number include the plural number.
       1.     “City” shall mean the home rule municipal corporation designated as the City Of
              Lewisville and includes the territory that currently is or may in the future be
              included within the boundaries of the City of Lewisville.
       2.     “Cooperative” shall mean Denton County Electric Cooperative, Inc., d/b/a CoServ
              Electric, a Texas electric cooperative corporation, its successors and assigns.
       3.     “Effective Date” shall be the date specified in Section 22 of this Ordinance.
ORDINANCE NO. ______________                                                              Page 2



     4.   “Electric Distribution System” or “System” shall mean the Cooperative’s system
          of cables, wires, lines, poles, towers, anchors, guy wires, insulators, transformers,
          substations, conduits, ducts, and any associated equipment, or plant, or other
          facilities designed and constructed for the purpose of producing, transmitting or
          distributing electricity to or from customers or locations within the City, as the
          same now exists and may from time to time be placed, removed, constructed,
          reconstructed, extended and maintained.
     5.   “Governmental or Regulatory Authority” means any court, tribunal, arbitrator,
          authority, agency, commission, official or other instrumentality of the United
          States, or any state, county, city or other political subdivision.
     6.   “Gross Revenues” shall mean all revenue derived or received, directly or
          indirectly, by the Cooperative from or in connection with the operation of the
          Electric Distribution System within the corporate limits of City, and including,
          without limitation:
          (a)     all revenues received by the Cooperative from the sale of electricity to all
                  classes of customers within the City;
          (b)     all revenues derived from the Cooperative’s Service Fees as set forth in
                  Section 204 of the Cooperative’s Tariff, including, but not limited to, the
                  following:
                  (i)     charges to connect, disconnect, or reconnect service within the
                          City;
                  (ii)    charges to handle returned checks from consumers within the City;
                          and
                  (iii)   such other service charges and charges as may, from time to time,
                          be authorized in the rates and charges on file with the City;
          (c)     all revenues derived from contributions in aid of construction (“CIAC”),
                  including but not limited to System Benefit Charges and Facilities
                  Charges, as defined in Cooperative’s Tariff;
ORDINANCE NO. ______________                                                            Page 3



          (d)    revenues billed but not ultimately collected or received by the
                 Cooperative;
          (e)    gross receipts fees and state receipts fees;
                 and
          (f)    revenues from the lease, license, or use of Cooperative’s facilities in the
                 Public Rights-of-Way as set forth in Section 2.D. of this Ordinance.


          “Gross Revenues” shall not include:
          (a)    the revenue of any person including, without limitation, an affiliate, to the
                 extent that such revenue is also included in Gross Revenues of the
                 Cooperative;
          (b)    sales taxes;
          (c)    any interest income earned by Cooperative;
          (d)    all monies received from the lease or sale of real or personal property,
                 provided, however, that this exclusion does not apply to the lease of
                 facilities within the Public Rights-of-Way.
     7.   “Laws” shall mean any and all federal, state and local statutes, constitutions,
          ordinances,   resolutions,   regulations,    judicial   decisions,   rules,    tariffs,
          administrative orders, certificates, orders, or other requirements of the City or
          other governmental agency having joint or several jurisdiction over the parties to
          the Franchise granted herein, in effect either as of the Effective Date or at any
          time during the term of the Franchise granted herein.
     8.   “Public Right-of-Way” shall mean all present and future public streets, public
          thoroughfares, highways and alleys owned by City, and all present and future
          public utility easements that allow the use of Cooperative’s facilities. This term
          shall not include county, state, or federal rights of way or any property owned by
          any person or agency other than the City, except as provided by applicable Laws
          or pursuant to an agreement between the City and any such person or agency.
ORDINANCE NO. ______________                                                                Page 4



        9.      “Public Utility Commission of Texas” or “PUC” shall mean that agency as
                presently constituted by the laws of the State of Texas or any successor agency.
        10.     “Tariff” shall mean the Tariff for Electric Service for Cooperative, effective as of
                May 1, 2010, and as subsequently revised or amended. If Cooperative revises or
                amends its Tariff during the term of this Franchise, such revisions or amendments
                shall not operate to remove revenues from the definition of Gross Revenues
                herein, unless specifically brought to City’s attention by Cooperative and City
                agrees in writing to such removal.

SECTION 2. GRANT OF AUTHORITY.

        A.      There is hereby granted to Cooperative and its successors and assigns, the right,
privilege and franchise to construct, re-construct, extend, maintain, repair, remove and operate
in, along, under and across the Public Rights-of-Way of City an Electric Distribution System
consisting of electric power lines, with all necessary or desirable appurtenances and
communications cables, equipment, devices and other equipment (including underground
conduits, poles, towers, wires, transmission lines and other structures, and telephone and
communication lines for its own internal and non-commercial use), for the purposes of
supplying, operating, managing, controlling, optimizing, and maintaining electric service to the
City, the inhabitants thereof, and persons, firms and corporations beyond the corporate limits
thereof, and operating, managing, controlling, and maintaining local and regional distribution
and/or transmission systems, for the term set out in Section 13 (“Franchise”). The Franchise
granted herein does not grant to the Cooperative the right, privilege, or authority to engage in any
other business within the City requiring the grant of a right, privilege or authority by the City,
other than the provision of electric utility service.
        B.      The Franchise granted herein does not establish any priority for the use of the
Public Rights-of-Way by Cooperative or by any present or future recipients of franchise
agreements, franchisees, or other permit holders. In the event of any dispute as to the priority of
use of the Public Rights-of-Way, the first priority shall be to the public generally, the second
priority to the City, the third priority to the State of Texas and its political subdivisions in the
ORDINANCE NO. ______________                                                                Page 5



performance of their various functions, and thereafter, as between recipients of franchise
agreements, Cooperative and other permit holders, as reasonably determined by the City in the
lawful exercise of its powers, including the police power and other powers reserved to and
conferred on it by the State of Texas.
        C.     Cooperative acknowledges that by this Ordinance it obtains only the right to use
the Public Rights-of-Way that is expressly granted herein. Cooperate acknowledges and accepts
at its own risk that City may make use of the Public Rights-of-Way in a manner that is
inconsistent with Cooperative’s placement and use of its Electric Distribution System located in
the Public Rights-of-Way, and in that event Cooperative shall not be entitled to compensation
from City except to the extent City is obligated to compensate Cooperative under applicable
Laws.
        D.     Cooperative shall have the right to lease, license or otherwise grant to a party
other than Cooperative the use of its facilities within the City’s Public Rights-of-Way, provided
that: (i) Cooperative shall first notify the City of the name of the lessee, licensee, or user, the
type of service(s) intended to be provided through the facilities, and the name and telephone
number of a contact person associated with such lessee, licensee, or user; (ii) Cooperative makes
the Franchise Fee payment due on the revenues from such lease or license pursuant to Section 9
of this Franchise; and (iii) Cooperative receives compensation and/or revenue for such license or
lease for which Cooperative pays a Franchise Fee to the City. This authority to lease facilities
within the Public Rights-of-Way shall not affect any such lessee, licensee, or user’s obligation, if
any, to pay Franchise Fees.

SECTION 3. PURPOSE.

        The provisions set forth in this Ordinance represent the terms and conditions under which
Cooperative shall construct, re-construct, extend, repair, remove, operate and maintain the
System within the Public Rights-of-Way of the City. In the Franchise granted herein, the City
does not in any manner surrender or waive its regulatory or other rights and powers under and by
virtue of the Constitution and statutes of the State of Texas as the same may be amended, nor any
of its rights and powers under or by virtue of present or future ordinances of the City, except as
ORDINANCE NO. ______________                                                                 Page 6



may be set out herein. Not included in the Franchise granted herein are any facilities (including
any equipment attached in any way to Cooperative’s facilities, whether owned by the
Cooperative or not) that provide data delivery, cable service, telephone service, and/or any other
service or product unrelated to the Cooperative’s transmittal and delivery of electricity.

SECTION 4. OPERATION, CONSTRUCTION AND MAINTENANCE OF ELECTRIC
           DISTRIBUTION SYSTEM.

       A.      Cooperative’s System shall be initially constructed so as not to unreasonably
interfere with any existing publicly-owned or publicly-franchised water and wastewater lines,
gas lines, storm sewer lines, open drainage areas, cable, fiber optic cable, roadways, sidewalks,
alleys, traffic control devices, public signs, or any other publicly-owned or publicly-franchised
facility. The City shall have the right at any time to order and require Cooperative to remove and
abate any part of its Electric Distribution System that is unnecessarily dangerous to life or
property, and in case Cooperative, after notice, fails or refuses to act within a reasonable time,
the City shall have the power to remove or abate the same at the expense of Cooperative, all
without compensation or liability for damages to Cooperative.
       B.      The Cooperative shall construct, re-construct, extend, repair, remove, maintain,
operate and replace its facilities in accordance with its Tariff and any applicable City ordinances.
Cooperative’s facilities shall interfere as little as reasonably possible with private property and
with vehicular and pedestrian use of such Rights-of-Way. The placement of new facilities in the
Public Rights-of-Way shall be subject to the approval of the City Manager or designee. In
determining the location of the Cooperative’s new facilities within the City, the Cooperative
shall minimize interferences with then-existing or documented planned underground structures
of the City or with the existing facilities of other users of the Public Rights-of-Way.          In
determining the location of the facilities of the City and other utility franchisees and other users
of the Public Rights-of-Way within the City, the City shall take reasonable steps to minimize the
interference with existing facilities of the Cooperative and shall require other utility franchisees
or users of the Public Rights-of-Way to minimize interference with existing facilities of the
Cooperative.
ORDINANCE NO. ______________                                                               Page 7



       C.        Cooperative’s property and operations within the Public Rights-of-Way of the
City shall be subject to such reasonable and lawful rules and regulations of the City or other
Governmental or Regulatory Authority as may be authorized by applicable law from time to time
for the protection of the public health, safety and welfare. general public. This Ordinance shall
in no way affect or impair the rights, obligations or remedies of the parties under the Texas
Public Utility Regulatory Act, or other state or federal law. Nothing herein shall be deemed a
waiver, release or relinquishment of either party’s right to contest, appeal, or file suit with
respect to any action or decision of the other party, including ordinances adopted by the City that
Cooperative believes are contrary to applicable Laws.
       D.        Cooperative shall construct its facilities in conformance with the applicable
provisions of the National Electric Safety Code or such comparable standards as may be adopted
by the Cooperative, provided such comparable standards are not in conflict with the National
Electric Safety Code.      Cooperative shall comply with applicable federal, state, and local
environmental laws and standards.
       E.        Cooperative shall cooperate with the City by providing complete information
regarding the location of current and future facilities, including the underground electric primary
lines and conduits, and manholes to access such underground conduit located within Public
Rights-of-Way within the City.      Reproducible copies of maps showing the location of all
Cooperative facilities within the Public Rights-of-Way shall be furnished to the City upon
request. The maps shall be provided in electronic digital format, if available.
       F.        Any and all excavations and obstructions in and upon the Public Rights-of-Way
and other public places in the City caused by the Cooperative’s operations under the Franchise
granted herein shall be repaired and removed as quickly as is reasonably possible, under the
circumstances.     All excavations shall be repaired in a good and workmanlike manner and
restored to at least the condition that existed prior to the excavation. All utilities, irrigation
equipment, utility equipment, and any other improvements located in the Public Rights-of-Way
and disturbed by the Cooperative’s operations under the Franchise granted herein shall likewise
be restored within a reasonable time to as good a condition as existed before the commencement
ORDINANCE NO. ______________                                                                Page 8



of the work to the satisfaction of the City. Replacement of sod is to be of like kind, smoothed,
shaped, rolled and compacted for proper landscape maintenance. Cooperative warrants that any
such restoration work performed in the Public Rights-of-Way shall be in satisfactory condition
for a period of two (2) years after completion of restoration], to the extent that such restoration
work has not been disturbed by others. In the event that the Cooperative fails to repair or restore
an excavation site within fourteen (14) calendar days after receipt of written notice from the City
of a deficiency, the City may, at its option, perform the needed repair or restoration and the
Cooperative shall promptly reimburse the City for the cost of such repair or restoration.
       G.      City shall have the right to inspect all reconstruction or installation work and to
make such tests as it deems necessary to ensure compliance with the terms of this Ordinance, or
other applicable City ordinances or pertinent provisions of law.
       H.      The public shall be protected by barriers and lights placed, erected, marked and
maintained by the Cooperative in accordance with standards set forth in the current Texas
Manual on Uniform Traffic Control Devices as well as any other applicable local, state and
federal requirements. Except for repairs, day-to-day maintenance, or in cases of emergency
conditions, work conducted within the Public Rights-of-Way shall require an approved permit
issued by the City prior to commencement of work. In no instance shall Cooperative be required
to pay fees or post bonds related to its use of the Public Rights-of-Way.
       I.      Cooperative shall have the authority to trim trees upon or overhanging its System
in order to prevent the branches of such trees from coming in contact with the System The
Cooperative shall ensure compliance with the North American Reliability Corporation’s
Transmission Vegetation Management Program, reliability standard FAC-003-1, the safety
requirements for pruning, repairing, maintaining, and removing trees endorsed by the American
National Standards Institute (specifically the ANSI A300, titled “Best Management Practices,
Utility Pruning of Trees”); NESC Section 218; and state law. Except during an emergency or
the recovery after an emergency, Cooperative shall notify the City and its residents at least three
(3) days prior to entering onto property to perform any tree trimming activities. Within one year
after acceptance of the Franchise granted herein, and on a yearly basis thereafter, the Cooperative
ORDINANCE NO. ______________                                                              Page 9



will engage in a campaign to educate its customers within the City through bill inserts or other
reasonable methods regarding prudent tree selection and planting around power lines.
       J.      Upon the written request of any person holding a building moving permit issued
by the City, Cooperative shall remove, raise or lower its wires temporarily to permit the moving
of a house, building or other bulky structure.      The reasonable expense of such temporary
removal, raising, or lowering shall be paid by the benefitted person or persons and Cooperative
may require such payment in advance. Cooperative shall be given not less than forty-eight (48)
hours advance notice in writing to arrange for such temporary removal.
       K.      Nothing contained in this Ordinance shall be construed to require any pole
attachments for electric light or power wires or electrical facilities or systems not provided by
Cooperative, or any non-electric wires, facilities or systems, to be attached to Cooperative’s
poles or other physical plant. If the City or any other person or entity desires pole attachments
for electric light or power wires or electrical facilities or systems not provided by Cooperative,
then a further separate, non-contingent agreement shall be prerequisite to such attachments or
such use of any duct. Nothing herein shall prohibit Cooperative from requiring reasonable, non-
discriminatory terms and from charging just compensation pursuant to a pole attachment or joint
use agreement; however, any pole attachment or joint use agreement with a third party shall not
be enforceable by the City.
       L.      In areas of the City where the City finds that the Public Rights-of-Way will not
readily accommodate further facilities, the City may require Cooperative to share trench space
for cables or ducts with the City or any other person authorized to use such Public Rights-of-
Way for the placement of its cables or ducts. Ducts, cables, or wires not owned by Cooperative
shall be placed in trenches in compliance with applicable safety and construction standards in a
manner that does not interfere with Cooperative’s ducts, conduit, cables or wires. Nothing
herein shall prohibit Cooperative from requiring reasonable, non-discriminatory terms and from
charging just compensation for the use of its facilities, trench space or duct space; however, any
such agreement with a third party shall not be enforceable by the City.
ORDINANCE NO. ______________                                                              Page 10



        M.     In addition to the consideration set forth herein, the Cooperative shall hold itself
ready to furnish, subject to the use of the City, such wire space as may be required from time to
time by the City upon the poles now owned or hereafter erected by the Cooperative in the City
for the use of the City’s police, fire alarm, communications, and traffic signal systems (for
purposes of this Section hereafter referred to as “City Systems”); provided that the required wire
space shall not exceed the wire capacity of any one pole. The location on the poles of the City
Systems shall be determined on specific applications for space, at the time the applications are
received from the City, and will be allotted in accordance with the considerations for electrical
construction of the United States Department of Commerce, Bureau of Standards. In its wire
construction on Cooperative’s poles, the City will follow the suggestions and requirements laid
down for wire construction in the Rules and Regulations of the Bureau of Standards of the
United States Department of Commerce.
        N.     Where conduits are laid or are constructed by the Cooperative, the Cooperative
shall hold itself ready to furnish sufficient duct space not to exceed capacity of one duct for use
by the City Systems. All such wires, whether on poles or in conduits, shall be constructed,
maintained and operated in such manner as not to interfere with nor create undue hazard in the
operation of the electric power utility system of Cooperative. It is further agreed that the
Cooperative shall not be responsible to any party or parties whatsoever for any claims, demands,
losses, suits, judgments for damages or injuries to persons or property by reason of the
construction, maintenance, inspection or use of the systems and/or facilities belonging to the
City.
        O. City shall not sell, lease or otherwise make available any rights granted by
Cooperative to City to use Cooperative’s facilities to any third party. Such rights are provided
solely for the non-commercial, governmental use by the City.

SECTION 5. RELOCATION OF FACILITIES.

        A.     The City reserves the right to lay, and permit to be laid, storm, sewer, gas, water,
wastewater and other pipe lines, cable, and conduits, or other improvements and to do and permit
ORDINANCE NO. ______________                                                              Page 11



to be done any underground or overhead work that may be necessary or proper in, across, along,
over, or under Public Rights-of-Way occupied by Cooperative.
       B.      The City also reserves the right to change in any manner any curb, sidewalk,
highway, alley, public way, street, utility lines, storm sewers, drainage basins, drainage ditches,
and other public improvements. Upon request by City, Cooperative shall relocate, remove, or
alter its facilities at its expense whenever such relocation, removal, or alteration is made
necessary by Public Right-of-Way or other public improvements, provided that the City shall
provide Cooperative with at least thirty (30) days prior written notice and shall specify and
provide a new location for such facilities within the Public Rights-of-Way. If Cooperative
believes that the requirements impose a financial hardship on Cooperative, Cooperative shall
have the opportunity to present alternative proposals for the City’s consideration. City may
request that Cooperative relocate existing overhead facilities into underground conduit when
street excavations are anticipated where overhead facilities are located, provided that the City or
property developer shall bear the cost differential between overhead and underground
construction and facilities.
       C.      When Cooperative is required by City to remove or relocate its poles, towers,
conduits, cables, and other facilities to accommodate Public Right-of-Way improvements, and
Cooperative is eligible under Federal, State, County, City or other local agencies or programs for
reimbursement of costs and expenses incurred by Cooperative as a result of such removal or
relocation and such reimbursement is required to be handled through City, the Cooperative’s
costs and expenses shall be included in any application by City for reimbursement, if
Cooperative submits its cost and expense documentation to City prior to the filing of the
application. City shall provide reasonable notice to Cooperative of the deadline for Cooperative
to submit documentation of the costs and expenses of such relocation to City.
       D.      If a Public Right-of-Way in which Cooperative has facilities is proposed to be
vacated, eliminated, discontinued, or closed, Cooperative shall be notified of same at least sixty
(60) days prior to such event, and all rights of Cooperative under this Ordinance to use same
shall terminate, provided that a reasonable alternate route within the Public Right-of-Way is
ORDINANCE NO. ______________                                                                 Page 12



available for relocation of such facilities. Cooperative shall, as soon as reasonably possible,
remove the Electric Distribution System from such Public Right-of-Way unless Cooperative
obtains any necessary easements from the affected property owner to use the former Public
Right-of-Way, or a court orders the provision of such easements. Where reasonably possible and
to the extent consistent with the treatment of other utility facilities in the former Public Right-of-
Way, City shall reserve easements for Cooperative to continue to use the former Public Right-of-
Way. Cooperative shall bear the cost of any removal or relocation of the Electric Distribution
System unless the vacation, elimination, discontinuance or closure is primarily for the benefit of
a private party, in which case the private party shall bear such costs.
       E.      If the City requires the Cooperative to adapt or conform its facilities, or in any
manner to alter, relocate, or change its property to enable any other entity to use, or use with
greater convenience, said Public Rights-of-Way, the Cooperative shall not be bound to make
such changes until such other entity shall have undertaken, with good and sufficient bond, to
reimburse the Cooperative for any costs, loss, or expense which will be caused by, or arises out
of such change, alteration, or relocation of Cooperative’s property or facilities.

SECTION 6. INDEMNITY.

       A.      In consideration of the Franchise granted herein, Cooperative shall, at its sole cost
and expense, indemnify and hold the City, and its past and present officers, agents, and
employees (the “Indemnitees”) harmless against any and all liability arising from any claim,
lawsuit, judgments, or action brought or made for or on account of any death, injuries to, or
damages received or sustained by any person or persons or for damage to or loss of property
arising out of, or occasioned by Cooperative’s or any of its officers, agents, or employees,
intentional and/or negligent acts or omissions in connection with Cooperative’s construction,
maintenance and operation of Cooperative’s System in the Public Rights-of-Way, including any
court costs, expenses and defenses thereof.
       B.      This indemnity shall only apply to the extent that the loss, damage or injury is
attributable to the negligence or wrongful act or omission of the Cooperative, its officer, agents
or employees, and does not apply the extent such loss, damage or injury is attributable to the
ORDINANCE NO. ______________                                                                Page 13



negligence or wrongful act or omission of the City, or the City’s agents, representatives or
employees or any other person or entity. This provision is not intended to create a cause of
action or liability for the benefit of third parties but is solely for the benefit of the Cooperative
and the City.
       C.       In the event of joint and concurrent negligence or fault of both the Cooperative
and the City, responsibility and indemnity, if any, shall be apportioned comparatively in
accordance with the laws of the State of Texas without, however, waving any governmental
immunity available to the City under Texas law and without waiving any of the defenses of the
parties under Texas law. Further, in the event of joint and concurrent negligence or fault of both
the Cooperative and the City, responsibility for all costs of defense shall be apportioned between
the City and Cooperative based upon the comparative fault of each.
       D.       In fulfilling its obligations to defend and indemnify City, Cooperative shall have
the right to select defense counsel, subject to City’s approval, which will not be unreasonably
withheld. Cooperative shall retain defense counsel within seven (7) business days of City’s
written notice that City is invoking its right to indemnification under this Contract.             If
Cooperative fails to retain counsel within such time period, City shall have the right to retain
defense counsel on its own behalf, and Cooperative shall be liable for all reasonable defense
costs incurred by City.

SECTION 7. LIABILITY INSURANCE.

       Cooperative shall, at its sole cost and expense, obtain, maintain, or cause to be
maintained, and provide, throughout the term of the Franchise granted herein, insurance in the
amounts, types and coverages in accordance with [either: the following City requirements.
Such insurance may be in the form of self-insurance to the extent not precluded by applicable
law or by obtaining insurance, as follows:
       1.       Commercial general or excess liability on an occurrence or claims made form
                with minimum limits of five million dollars ($5,000,000) per occurrence and ten
                million dollars ($10,000,000) aggregate.        To the extent that coverage is
                maintained on a claims made form, the minimum limits are ten million dollars
ORDINANCE NO. ______________                                                          Page 14



          ($10,000,000) per occurrence and twenty million dollars ($20,000,000) aggregate.
          This coverage shall include the following:
                 (a)     Products/completed operations to be maintained for the warranty
                         period specified in City of Lewisville Code of Ordinances.
                 (b)     Personal and advertising injury.
                 (c)     Contractual liability.
                 (d)     Explosion, collapse, or underground (XCU) hazards.
     2.   Automobile liability coverage with a minimum policy limit of one million dollars
          ($1,000,000) combined single limit each accident. This coverage shall include all
          owned, hired and non-owned automobiles.
     3.   Statutory workers’ compensation benefits in accordance with the statutes and
          regulations of the State of Texas. Cooperative must provide the City with a
          waiver of subrogation for workers compensation claims.
     4.   Cooperative must name the City, which includes all authorities, commissions,
          divisions, and departments, as well as elected and appointed officials, agents, and
          volunteers, as additional insureds under the coverage required herein, except
          workers’ compensation coverage. The certificate of insurance must state that the
          City is an additional insured.
     5.   Cooperative will require its contractors and subcontractors performing work
          within the Public Rights-of-Way to maintain, at their sole cost and expense,
          insurance in the same amounts and under the same conditions as specified herein
          for Cooperative. Cooperative will maintain at all times, and will provide to City
          upon request, proof of its contractors’ and subcontractors’ compliance with this
          requirement.
     6.   The Cooperative will provide proof of insurance in accordance with this
          Ordinance within 30 days of the effective date hereof and annually thereafter.
          Cooperative will not be required to furnish separate proof when applying for
          permits.
ORDINANCE NO. ______________                                                                  Page 15



         7.     All polices shall be endorsed to read:          “THIS POLICY WILL NOT BE
                CANCELLED OR NON-RENEWED WITHOUT 30 DAYS ADVANCE
                WRITTEN NOTICE TO THE CITY EXCEPT WHEN THIS POLICY IS BEING
                CANCELLED FOR NONPAYMENT OF PREMIUM, IN WHICH CASE TEN
                (10) DAYS ADVANCE WRITTEN NOTICE IS REQUIRED.]

SECTION 8. NON-EXCLUSIVE FRANCHISE.

         The Franchise granted herein is not exclusive, and nothing herein contained shall be
construed so as to prevent the City from granting other like or similar rights, privileges and
franchises to any other person, firm, or corporation.

SECTION 9. COMPENSATION TO THE CITY.

         A.     In consideration of the grant of said right, privilege and franchise by the City and
as full payment for the right, privilege and franchise of using and occupying the said Public
Rights-of-Way, Cooperative shall pay to the City a franchise fee as set forth herein (“Franchise
Fee”).
         1.     The Franchise Fee shall be in lieu of any and all occupation taxes, assessments,
                municipal charges, fees, easement taxes, franchise taxes, license, permit and
                inspection fees or charges, street taxes, bonds, street or alley rentals, and all other
                taxes, charges, levies, fees and rentals of whatsoever kind and character which the
                City may impose or hereafter be authorized or empowered to levy and collect,
                excepting only the usual general or special ad valorem taxes which the City is
                authorized to levy and impose upon real and personal property, sales and use
                taxes, and special assessments for public improvements.
         2.     The Franchise Fee shall be paid quarterly, within forty-five (45) days after the end
                of each calendar quarter (i.e., by May 15, August 15, November 15, and
                February 15 of each year of this Franchise term).
         3.     Payments shall be equal to five percent (5%) of Cooperative’s Gross Revenues for
                the previous calendar quarter.
ORDINANCE NO. ______________                                                              Page 16



       4.      Payments shall continue in like manner for any extension of the Franchise granted
               herein as provided in Section 13 hereof.
       B.      With each payment of compensation required by Section 9.A, Cooperative shall
furnish to the City a statement, executed by an authorized officer of Cooperative or designee, in
sufficient detail to show how the Gross Revenues amount was arrived at and how the amount
paid to the City was determined for the pertinent quarter.
       C.      If either party discovers that Cooperative has failed to pay the entire or correct
amount of compensation due, the correct amount shall be determined by mutual agreement
between the City and Cooperative and the City shall be paid by Cooperative within thirty (30)
calendar days of such determination or such additional time as mutually agreed to by the City
and Cooperative. Any overpayment to the City through error or otherwise will, at the sole option
of the City, either be refunded or offset against the next payment due from Cooperative.
Acceptance by the City of any payment due under this Section shall not be deemed to be a
waiver by the City of any breach of this Ordinance, nor shall the acceptance by the City of any
such payments preclude the City from later establishing that a larger amount was actually due or
from collecting any balance due to the City.
       D.      Interest on late payments and underpayments shall be calculated in accordance
with the interest rate for customer deposits established by the Public Utility Commission of
Texas in accordance with Texas Utilities Code § 183.003, as amended, for the time period
involved.
       E.      No taxes, fees, or other payments by Cooperative to the City, including, but not
limited to, ad valorem taxes, shall reduce the franchise fees payable to the City hereunder, except
as agreed to by the City in Section 9.
       F.      Within thirty (30) days after the effective date of this Ordinance, the City shall
provide Cooperative (at the notice address specified in Section 18) with maps clearly showing
the location of the boundaries of the City. Within thirty (30) days after City annexes property
into, or de-annexes property from, the territory of City, City shall provide Cooperative (at the
notice address specified in Section 18) with maps clearly showing the location of the boundaries
ORDINANCE NO. ______________                                                                Page 17



of such annexed or de-annexed property. Within sixty (60) days, or such additional time as
mutually agreed to by the City and Cooperative, after Cooperative’s receipt by certified mail of
(i) written notice from the City that the City has annexed territory into the City and (ii) maps
showing clearly the areas annexed, the Cooperative shall revise its accounting records to include
the annexed territory, and Cooperative’s customers therein, within the City. After such time
period, all Gross Revenues received from customers located within such annexed area shall be
subject to the payment provisions specified herein.
       G.      If Cooperative shall at any time after the effective date of this Franchise agree to a
new municipal franchise ordinance, or renew an existing municipal franchise ordinance, with
another municipality, which municipal franchise ordinance determines the franchise fee owed to
that municipality for the use of its public rights-of-way in a manner that, if applied to the City,
would result in a franchise fee greater than the amount otherwise due City under this Franchise,
then the Franchise Fee to be paid by Cooperative to the City pursuant to this Franchise shall be
increased so that the amount due and to be paid is equal to the amount that would be due and
payable to City were the franchise fee provisions of that other franchise ordinance applied to
City. The provisions of this Section 9.G. apply to the amount of the Franchise Fee to be paid and
the revenue sources to be included in the calculation of the Franchise Fee, but do not apply to
other franchise fee payment provisions, including without limitation the timing of such
payments.

SECTION 10. ACCOUNTING MATTERS.

       A.      Cooperative shall keep accurate books of account at its principal office for the
purpose of determining the Franchise Fee amount due to the City under this Ordinance.
Cooperative shall retain such books, records, and documents and other evidence pertaining to the
Franchise granted herein and Franchise Fee payments due hereunder for a period of five (5)
years, except if an audit is in progress or audit findings are yet unresolved, in which case records
shall be kept until all audit tasks are completed and resolved. Each of the terms “books,”
“records,” “documents,” and “other evidence” as used herein shall be construed to include drafts
ORDINANCE NO. ______________                                                               Page 18



and electronic files, even if such drafts or electronic files are subsequently used to generate or
prepare a final printed document.
       B.      The City may conduct an audit or other inquiry in relation to a Franchise Fee
payment made by Cooperative. The City may, if it sees fit, upon reasonable notice to the
Cooperative, have the books and records of the Cooperative examined by representatives of the
City to ascertain the correctness of the reports agreed to be filed herein. Cooperative shall make
available all requested books, records, documents and other evidence within ten (10) business
days of City’s written request for same.
       C.      If the results of any audit indicate that Cooperative (i) paid the correct Franchise
Fee, (ii) overpaid the Franchise Fee and is entitled to a refund or credit, or (iii) underpaid the
Franchise Fee by one percent (1%) or less, then the City shall pay the costs of the audit. If the
results of the audit indicate the Cooperative underpaid the Franchise Fee by more than one
percent (1%), then the Cooperative shall pay the reasonable costs of the audit.
       D.      Upon the reasonable request of the City, the Cooperative shall use commercially
reasonable efforts to make available to the auditor at the Cooperative’s offices where such
records are maintained and such personnel are located, during the Cooperative’s regular business
hours and upon reasonable notice, such personnel and records as the Cooperative, in its
reasonable discretion, determines are necessary or appropriate to the City’s request in order to
complete such audit, and shall make no charge to the City therefor; provided, however, any copy
expenses or other out-of-pocket expenses incurred by the Cooperative as a result of requests by
the City or its auditor, shall be the responsibility of the City and the City shall promptly pay the
reasonable cost thereof to the Cooperative.
       1.      If as the result of any City audit, Cooperative is refunded/credited for an
               overpayment or pays the City for an underpayment of the franchise fee, such
               refund/credit or payment shall be made pursuant to the terms established in
               Sections 9.C. and 9.D.
       2.      If as a result of a subsequent audit, initiated within two years of an audit which
               resulted in Cooperative making a payment to the City due to an underpayment of
ORDINANCE NO. ______________                                                                Page 19



               the franchise fee of more than one percent (1%), Cooperative makes another
               payment to the City due to an underpayment of the franchise fee of more than one
               percent (1%), the City may immediately treat this underpayment as an Uncured
               Event of Default and exercise the remedies provided for in Section 14.C.
       3.      If the results of the audit indicate that the Cooperative underpaid the Franchise
               Fee by more than one percent (1%), and the Cooperative is unable to produce
               contrary evidence that demonstrates to the reasonable satisfaction of the City that
               the results of the audit are not accurate, then the Cooperative shall pay to the City
               a penalty equal to twenty percent (20%) of the total amount underpaid in addition
               to the total amount underpaid. No penalty shall be assessed for uncollected
               Franchise Fees by Cooperative; however, the Cooperative shall provide evidence
               of the actual amount of uncollected Franchise Fees. Interest on the total amount
               of underpayment shall be paid at the prime interest rate in effect on the date the
               original payment was due plus two percent (2%), and interest shall be calculated
               from the time the original amount was due. Any additional amount due to City
               hereunder shall be paid within thirty (30) days from the date of invoice. Any
               amount not paid within thirty (30) days from the date of the invoice will cause
               interest to be payable at the prime interest rate in effect on the date of the invoice
               plus two percent (2%) on the entire amount from the date of invoice.
       E.      The Cooperative shall assist the City in its review by responding to all requests
for information no later than thirty (30) days after receipt of a request unless a different schedule
is agreed to by the City and Cooperative..
       F.      If the Cooperative bundles, ties, or combines electric services (which are subject
to the Franchise Fee) with non-electric services (which are not subject to the Franchise Fee), the
provisions of this subsection shall apply.
       1.      If the Cooperative bundles such services and assesses a customer only one fee, the
               total revenue therefrom shall be allocated to the electric services to the full extent
               that would have been charged by Cooperative if the customer had received only
ORDINANCE NO. ______________                                                          Page 20



          electric services. The rebuttable presumption shall be that any discount offered is
          not attributable to a discount in electric services, but is in fact attributable to a
          discount in the non-electric services provided by the Cooperative.
                 (For example, assume that the Cooperative offers a price of $100 to
                 customers for bundling electric services, cable television services, and
                 local telephone services. Based on mandatory tariff rates, the Cooperative
                 should have received $80 for electric services, $30 for cable television
                 services, and $10 for local telephone service, for a total of $120. Thus, the
                 Cooperative’s Franchise Fee calculation would be based on the full $80
                 that is presumed to be attributable to electric services, unless the
                 Cooperative demonstrates to the city that electric services were actually
                 discounted in addition to the discounted non-electric services.)
     2.   If the Cooperative offers its customers any kind of discount for receipt of both
          electric services and non-electric services, the discount shall be applied
          proportionately to electric services and non-electric services upon notification to
          the City of such discount methodology.         Such notification shall include the
          amount of the discount being applied to each service and documentation
          demonstrating the promotion and billing of such discount. This subsection shall
          also apply to any and all price increases related to bundled services.
                 (For example, assume that a customer’s monthly charge for electric
                 services alone would be $40; for local telephone service alone, $30; and
                 for cable television service alone, $30; for a total of $100.          If the
                 Cooperative offers a single rate to the customer for taking all three
                 services from Cooperative that, in effect, amounts to a 20% discount from
                 the rates that would apply to the services if purchased individually, the
                 aggregate discount in this example is $20.          For computation of the
                 Franchise Fee, the $20 discount would be applied pro rata so that Gross
                 Revenue hereunder would be deemed to be $32 (i.e., a 20% discount from
ORDINANCE NO. ______________                                                              Page 21



                       the $40 fee for electric services). The result would be the same if the
                       Cooperative offers a specific dollar discount for any services provided,
                       such as, for example, a $20 discount for local telephone services offered
                       on the condition that the subscriber also take electric services at the
                       standard $40 rate.
       3.      In the event that the Cooperative receives from a customer an amount less than
               the mandatory tariff rate amount that it would be entitled to receive for electric
               services due to bundling, then subsection 10.F.2. shall apply. However, City shall
               not require Cooperative to remit Franchise Fees based on an amount that is more
               than Cooperative actually receives for the bundled services or more than would be
               due from Cooperative as a Franchise Fee based on the actual tariffed rate for
               electric services.

SECTION 11. RIGHT OF RENEGOTIATION.

       A.      Should either Cooperative or the City have cause to believe that a change in
circumstances relating to the terms of the Franchise granted herein may exist, it may request that
the other party provide it with a reasonable amount of information to assist in determining
whether a change in circumstances has taken place. If the Cooperative elects to participate in
customer choice (i.e., retail competition), it shall notify the City within thirty (30) days of the
Cooperative’s election to so participate.
       B.      Should either party hereto determine that based on a change in circumstances, it is
in such party’s best interest to renegotiate all or some of the provisions of this Ordinance, then
the other party agrees to enter into good faith negotiations. Said negotiations shall involve
reasonable, diligent, and timely discussions about the pertinent issues and a resolute attempt to
settle those issues. The obligation to engage in such negotiations does not obligate either party
to agree to an amendment of this Ordinance as a result of such negotiations. A failure to agree
does not show a lack of good faith. If, as a result of renegotiation, the City and Cooperative
agree to a change in a provision of the Ordinance, the change shall become effective upon
ORDINANCE NO. ______________                                                                Page 22



passage of an ordinance by the City in accordance with the City Charter and acceptance of the
ordinance by Cooperative.

SECTION 12. TRANSFER AND ASSIGNMENT.

       The Franchise granted herein shall not be assigned or transferred without the written
consent of the City, which consent shall not be unreasonably withheld, provided, however, that
Cooperative may assign its rights under this Ordinance to a parent, subsidiary, affiliate or
successor entity without such consent, so long as (i) such parent, subsidiary, affiliate or successor
assumes all obligations of Cooperative hereunder, and (ii) is bound to the same extent as
Cooperative hereunder. Cooperative shall give the City sixty (60) days prior written notice of
any assignment to a parent, subsidiary, affiliate or successor entity. Any required consent shall
be expressed by an ordinance that fully recites the terms and conditions, if any, upon which such
consent is given. Any assignment or transfer effected prior to the City’s approval thereof, if
required, shall authorize the City to treat such assignment or transfer as an Uncured Event of
Default and immediately implement the provisions of Section 14, including the right to terminate
the Franchise granted herein.

SECTION 13. TERM.

       This Ordinance shall become effective upon Cooperative’s written acceptance hereof,
said written acceptance to be filed by Cooperative with the City within sixty (60) days after City
provides written notice to Cooperative of the final passage and approval hereof. The Franchise
granted hereby shall expire on December 31, 2014; provided that, unless written notice of non-
renewal is given by either party hereto to the other not less than six (6) months before the
expiration of the Franchise granted herein, it shall be automatically renewed for an additional
period of one (1) year from such expiration date and shall be automatically renewed thereafter
for like periods until canceled by written notice given not less than six (6) months before the
expiration of any such renewal period.
ORDINANCE NO. ______________                                                           Page 23



SECTION 14. DEFAULT, REMEDIES AND TERMINATION.

       A.     Events of Default. The occurrence, at any time during the term of the Franchise
granted herein, of any one or more of the following events, shall constitute an Event of Default
by Cooperative under this Ordinance:
       1.     The failure of Cooperative to pay the Franchise Fee on or before the due dates
              specified herein.
       2.     Cooperative’s breach or violation of any of terms, covenants, representations or
              warranties contained herein or Cooperative’s failure to perform any material
              obligation contained herein.
       B.     Uncured Events of Default.
       1.     Upon the occurrence of an Event of Default which can be cured by the immediate
              payment of money to City or a third party, Cooperative shall have thirty (30)
              calendar days after receipt of written notice from City of an occurrence of such
              Event of Default (or such longer time as the City may specify in such notice) to
              cure same before City may exercise any of its rights or remedies pursuant to
              Section 14.C.
       2.     Upon the occurrence of an Event of Default by Cooperative which cannot be
              cured by the immediate payment of money to City or a third party, Cooperative
              shall have sixty (60) calendar days (or such additional time as may be agreed to
              by the City) after receipt of written notice from City of an occurrence of such
              Event of Default to cure same before City may exercise any of its rights or
              remedies pursuant to Section 14.C.
       3.     If the Event of Default is not cured within the time period allowed for curing the
              Event of Default as provided for herein, such Event of Default shall, without
              additional notice, become an Uncured Event of Default, which shall entitle City to
              exercise the remedies pursuant to Section 14.C.
       C.     Remedies. Upon receipt of a notice of an alleged Uncured Event of Default as
described in Section 14.B, which notice shall specify the alleged failure with reasonable
ORDINANCE NO. ______________                                                               Page 24



particularity, the Cooperative shall, within the time periods specified in Section 14.B or such
longer period of time as the City may specify in such notice, either cure such alleged failure or in
a written response to the City either present facts and arguments in refuting or defending such
alleged failure or state that such alleged failure will be cured and set forth the method and time
schedule for accomplishing such cure. In the event that such cure is not forthcoming or the City
determines that an unexcused Uncured Event of Default has occurred, City shall be entitled to
exercise any and all of the following cumulative remedies;
       1.      The commencement of an action against Cooperative at law for monetary
               damages.
       2.      The commencement of an action in equity seeking injunctive relief or the specific
               performance of any of the provisions, which as a matter of equity, are specifically
               enforceable.
       3.      The termination of the Franchise granted herein.
       D.      Remedies Not Exclusive. The rights and remedies of City and Cooperative set
forth in this Ordinance shall be in addition to, and not in limitation of, any other rights and
remedies provided by law or in equity. City and Cooperative understand and intend that such
remedies shall be cumulative to the maximum extent permitted by law and the exercise by City
of any one or more of such remedies shall not preclude the exercise by City, at the same or
different times, of any other such remedies for the same failure to cure.                However,
notwithstanding this Section or any other provision of this Ordinance, City shall not recover both
liquidated damages and actual damages for the same violation, breach, or noncompliance, either
under this Section or under any other provision of this Ordinance.
       E.      Termination. The Franchise granted herein may be terminated only in accordance
with the provisions of Section 14.C. City shall notify Cooperative in writing at least thirty (30)
business days in advance of the City Council meeting at which the questions of termination shall
be considered, and Cooperative shall have the right to appear before the City Council in person
or by counsel and raise any objections or defenses Cooperative may have that are relevant to the
proposed forfeiture or termination. The final decision of the City Council may be appealed to
ORDINANCE NO. ______________                                                                Page 25



any court or regulatory authority having jurisdiction. Upon timely appeal by Cooperative of the
City Council’s decision terminating the Franchise granted herein, the effective date of such
termination shall be either when such appeal is withdrawn or a court order upholding the
termination becomes final and unappealable. If no appeal is filed, the effective date of such
termination shall be the thirtieth (30th) day following the date of the final termination decision of
the City Council. Until the termination becomes effective the provisions of the Franchise
granted herein shall remain in effect for all purposes.
        F.     The failure of the City to insist in any one or more instances upon the strict
performance of any one or more of the terms or provisions of this Ordinance shall not be
construed as a waiver or relinquishment for the future of any such term or provision, and the
same shall continue in full force and effect. No waiver or relinquishment shall be deemed to
have been made by the City unless said waiver or relinquishment is in writing and signed by the
City.

SECTION 15. PUBLIC INFORMATION.

        If the Cooperative provides confidential or proprietary information to the City, the
Cooperative shall be solely responsible for identifying such information with markings
calculated to bring the City’s attention to the proprietary or confidential nature of the
information—provided it is expressly understood and agreed that all information concerning
Gross Revenues and audit information furnished by or on behalf of the Cooperative to the City or
its auditors or consultants shall be deemed strictly confidential and subject to the City’s
agreement in the next sentence.       The City agrees to maintain the confidentiality of any
information obtained from Cooperative so designated to the fullest extent allowed by law—and
if the City is not permitted by applicable law to maintain such confidentiality, the City shall
notify the Cooperative of such fact at the time the City requests any such information from the
Cooperative or, in all other events, prior to receiving such information from the Cooperative.
City shall not be liable to Cooperative for the release of any information the City is required to
release by law. City shall provide notice to Cooperative of any request for release of information
designated as confidential or proprietary prior to releasing the information so as to allow
ORDINANCE NO. ______________                                                                  Page 26



Cooperative adequate time to pursue available remedies for protection. If the City receives a
request under the Texas Public Information Act that includes information designated by
Cooperative as proprietary or confidential, City will notify the Texas Attorney General of the
asserted proprietary or confidential nature of the document(s). The City also will provide
Cooperative with a copy of such notification to the Texas Attorney General, and thereafter
Cooperative is responsible for establishing that an exception under the Texas Public Information
Act allows the City to withhold the information.

SECTION 16. PUBLIC PURPOSE.

       All of the provisions contained in this Ordinance are hereby declared to be for a public
purpose, and are in the interests of the health, safety, and welfare of the general public.

SECTION 17. SEVERABILITY; ORDINANCE CONTROLLING.

       If any provision, section, subsection, sentence, clause or phrase of the Ordinance is for
any reason held to be unconstitutional, void or invalid (or for any reason unenforceable), the
validity of the remaining portions of this Ordinance shall not be affected thereby, it being the
intent of the parties in adopting this Ordinance that no provision hereof shall be inoperative or
fail by reason of any unconstitutionality or invalidity of any other portion, provision, or
regulation, and to that end, all provisions of this Ordinance are declared to be severable.

SECTION 18. NOTICE.

       Any notices required or desired to be given from one party to the other party to this
Ordinance shall be in writing and shall be given and shall be deemed to have been served and
received if: (i) delivered in person to the address set forth below; (ii) deposited in an official
depository under the regular care and custody of the United States Postal Service located within
the confines of the United States of America and sent by certified mail, return receipt requested,
and addressed to such party at the address hereinafter specified; or (iii) delivered to such party by
courier receipted delivery. Either party may designate another address within the confines of the
continental United States of America for notice, but until written notice of such change is
ORDINANCE NO. ______________                                                             Page 27



deemed served and received by the other party as provided above, the last address of such party
designated for notice shall remain such party’s address for notice.
       CITY OF LEWISVILLE                            COOPERATIVE
       City Manager’s Office                         ___________________________
       P. O. Box 299002                              ___________________________
       151 West Church Street                        ___________________________
       Lewisville, Texas 75029                       ___________________________

SECTION 19. ACCEPTANCE.

       In order to accept the Franchise granted herein, Cooperative must file with the City
Secretary its written acceptance of this Ordinance within sixty (60) days after the City provides
written notice to Cooperative of this Ordinance’s final passage and approval by City.
Cooperative shall pay all publication expense regarding notification of the accepted Franchise.

SECTION 20. FUTURE AMENDMENTS.

       This Ordinance may be amended only by an Ordinance adopted by the City and accepted
by the Cooperative in writing.

SECTION 21. ORDINANCE PASSED AT PUBLIC MEETING.

       It is hereby officially found that the meeting at which this Ordinance is passed is open to
the public and that due notice of this meeting was posted, all as required by law.

SECTION 22. EFFECTIVE DATE.

       If Cooperative accepts the Franchise granted herein, by the filing of its written
acceptance, this ordinance shall be effective as of __________________, 2010.

SECTION 23. REPEAL.

       This Ordinance shall supersede any and all other franchises granted by the City to
Cooperative, its predecessors and assigns.
ORDINANCE NO. ______________                                          Page 28



      DULY PASSED AND APPROVED ON THE 1ST READING BY THE CITY
COUNCIL OF THE CITY OF LEWISVILLE, BY A VOTE OF         4   TO 0 , ON THIS
THE 16TH DAY OF AUGUST, 2010.


      DULY PASSED AND APPROVED ON THE 2ND AND FINAL READING BY THE
CITY COUNCIL OF THE CITY OF LEWISVILLE, BY A VOTE OF ______ TO ______,
ON THIS THE 20TH DAY OF SEPTEMBER, 2010.



                                         APPROVED:



                                         ____________________________________
                                          Dean Ueckert, MAYOR

ATTEST:


______________________________________
Julie Heinze, CITY SECRETARY

APPROVED AS TO FORM:


_____________________________________
Lizbeth Plaster, CITY ATTORNEY
                                       MEMORANDUM


TO:            Claude King, City Manager

FROM:          Cleve Joiner, Building Official

VIA:           Eric Ferris, Director of Community Development

DATE:          September 17, 2010

SUBJECT:       Consideration of a Request for a Variance to the Lewisville City Code,
               Chapter 15, Parking Regulations, Allowing Residents of Timber Creek Acres
               at 908, 910, 918, 920, 924 & 926 Timber Creek Drive and 1908 Valley
               Parkway, Whose Homes Were Damaged by Flooding, to Occupy
               Recreational Trailers for a Period of Time Not to Exceed 60 Days While
               Their Homes are Repaired.

BACKGROUND

On September 8, 2010 significant damage occurred from Tropical Storm Hermine which resulted
in severe rainfall flooding several areas of Lewisville. Several homes in the Timber Creek Acres
Subdivision were damaged by flooding which reached a height of approximately three to four
feet inside the homes. Currently, the residents affected are salvaging belongings, working with
insurance providers, contractors and the City Building Codes Division to restore their homes. It
may become necessary for some of the residents to remain on their property in order to be closer
to the cleanup and repair, as well as protect their belongings. The residents have recreational
trailers that they may choose to utilize until such time as their homes are repaired.

ANALYSIS

City Code Article IV, Parking Regulations, Section 15-134 - Special vehicles, recreational
vehicles and other vehicle storage or parking in single-family zoned districts. (b) Unlawful
Parking (3) states: No special vehicle, recreational vehicle, or other vehicle stored on a single-
family, attached or detached, or two-family zoned district lot, may be used for housekeeping,
living, sleeping quarters, storage, or office use.

As a result, staff has recognized the need to provide the residents affected due to hardship a
variance allowing them to occupy their property via the use of recreational trailers if they so
choose. The variance request is for 60 days or until such time Building Inspections gives the
residences Certificates of Occupancy, whichever is shorter. Staff feels that 60 days is enough
time for the damages to be abated.

RECOMMENDATION

It is City staff’s recommendation the City Council approve the requested variance and waive the
variance request fee.
                                                                                         q
                                                                                  SCALE : 1" =400'




VALLEY PKWY


                                    TIMBERCREEK DR




                   TIMBERCREEK DR
                                      LEAGUE RD

                                                        SUBJECT
                                                        PROPERTIES




                                                                MILESTONE RIDGE

              CORPORATE DR




                                                           LOCATION MAP
                                                               FOR
                                                     TIMBER CREEK ACRES FLOOD
                                                                                         q
                                                                                  SCALE : 1" =400'




VALLEY PKWY


                                    TIMBERCREEK DR




                   TIMBERCREEK DR
                                      LEAGUE RD

                                                        SUBJECT
                                                        PROPERTIES




                                                                MILESTONE RIDGE

              CORPORATE DR




                                                           LOCATION MAP
                                                               FOR
                                                     TIMBER CREEK ACRES FLOOD

								
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