2004-224S:\Our Documents\Ordinances\04\lnterlocal-DCTA-9-04 Funding.doc
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN INTERLOCAL
COOPERATION AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON
COUNTY TRANSPORTATION AUTHORITY PROVIDING L1NK OPERATIONS
FUNDING ASSISTANCE FOR SEPTEMBER, 2004; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the Denton County Transportation Authority (the "Authority") at an election
held on November 5, 2002 was duly confirmed as a transit authority pursuant to Chapter 460 of
the Texas Transportation Code; and
WHEREAS, a sales and use tax levy was authorized by and for the benefit of the
Authority at an election held on September 13, 2003 within the municipal limits of the City of
Denton; and
WHEREAS, the Texas Department of Transportation did notify the City of Denton of
ineligibility for State fiscal 2005 state transit funding under the Small Urbanized Transit
Systems, as defined in Chapter 458, Texas Transportation Code, thereby creating a one month
period - September 2004 - when state transit fund availability will have lapsed, creating an
operational liability for the City for the provision of public transportation service during
September 2004; and
WHEREAS, the City of Denton and the Authority desire to enter into an Interlocal
Cooperation Agreement to provide for funding for transit funding to the City for September 2004
in substantially the same form as the Interlocal Cooperation Agreement attached to and made a
part of this ordinance by reference (the "Interlocal Agreement"); and
WHEREAS, the Interlocal Agreement serves valid public purposes and is in the public
interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON, TEXAS HERBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this ordinance
are incorporated herein by reference.
SECTION 2. The Mayor, or her designee, is hereby authorized to execute the Interlocal
Agreement on behalf of the City of Denton.
SECTION 3. The City Manager, or his designee, is authorized to execute any other
documents on behalf of the City necessary to implement the Interlocal Agreement on behalf of
the City.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ._~.,(.~.day of ~d,d.Z'd. Cd.~'Z,, ,2004.
EUL1NE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APP~})~ED A'~ TO L~GAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
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INTERLOCAL COOPERATION AGREEMENT
THIS AGREEMENT is made and entered into by and .between the CITY OF DENTON,
TEXAS, a Texas Municipal Corporation (hereinafter the "CITY") and THE DENTON
COUNTY TRANSPORTATION AUTHORITY, (hereinafter the "AUTHORITY"), each
organized and existing under the laws of the State of Texas, each acting by and through and
under the authority of their respective governing bodies and officials in accordance with the
Interlocal Cooperation Act, Chapter 791 of the Texas Government Code (the "Act"); and
WHEREAS, the CITY and the AUTHORITY are local governmental entities organized
under the laws of the State of Texas, both of whom have the authority to perform the services set
forth in this Agreement individually, and who mutually desire to enter into an interlocal
cooperation agreement in order to maximize the benefits to the citizens of the CITY and the
constituents of the AUTHORITY; and
WHEREAS, the CITY and the AUTHORITY each have the authority to perform the
services set forth in this Agreement individually and in accordance with the Act; and
WHEREAS, the paying party will make all payments for services out of available current
revenues available to the paying party and all payments made by it hereunder will fairly
compensate performing party for the services provided herein; and
WHEREAS, the AUTHORITY at an election held on November 5, 2002 was duly
confirmed as a transportation authority pursuant to Chapter 460, TEXAS TRANSPORTATION CODE
(the "Code"); and
WHEREAS, the CITY is a municipality participating in the AUTHORITY and the
residents of the City did cast a majority of votes in favor of the authorization of tax levy by the
AUTHORITY on September 13, 2003; and
WHEREAS, the AUTHORITY has pursuant to §460.103, TEXAS TRANSPORTATION
CODE those powers necessary and convenient for the purpose of providing public transportation
and transportation-related services and the power to contract with a municipality for purposes
consistent with and beneficial to the Service Plan of the AUTHORITY pursuant to §460.104;
and
WHEREAS, the provision of public transportation by the City through the Denton
Transit System (LINK) is consistent with the AUTHORITY's Service Plan; and
WHEREAS, the CITY is the recipient of state transit funds for Small Urbanized Transit
Systems, as defined in Chapter 458, T~XAS TRANSPORTATION CODE and received such funding
for State fiscal year 2004, but not all of CITY fiscal year 2004, as an offset of the operational
cost of LINK (CITY's fiscal year ends October 1 of each year); and
WHEREAS, it is the intent of the CITY and the AUTHORITY to continue the provision
of public transportation services by the LINK until such time as the operation of the public
transportation system is transferred to the AUTHORITY, on or about October 1, 2004; and
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WHEREAS, the Texas Department of Transportation did notify the CITY of ineligibility
for State fiscal year 2005 state transit funding, thereby creating a one month period - September
2004 - when state transit fund availability will have lapsed, creating an operational liability for
the CITY for the provision of public transportation service during September 2004; and
WHEREAS, one of the public purposes served by the creation of the AUTHORITY was
to assign responsibility for the operation and funding of public transportation within its service
area (including CITY) through a transit sales tax effective January 1, 2004; and
WHEREAS, the CITY and the AUTHORITY have both jointly requested the Texas
Department of Transportation amend and fund the Small Urbanized Transit System contract with
the CITY to include September 2004, but such authorization has not yet been received or funded;
and
WHEREAS, the Act authorizes the CITY and the AUTHORITY to enter into this
Agreement for the purpose of achieving the governmental functions provided for herein by this
collective, cooperative undertaldng; and
WHEREAS, AUTHORITY agrees to fund CITY's transit operations for the month of
September 2004, and CITY desires to accept funding for that month, but does not intend or
desire to thereby waive any claim for public transportation funds during the period between
January 2004 and September 2004;
NOW THEREFORE, the CITY and the AUTHORITY, for and in consideration of the
premises and the mutual covenants set forth in this Agreement, and pursuant to the authority
granted by the governing bodies of each of the parties hereto, do hereby agree as follows:
ARTICLE 1
INCORPORATION OF PREAMBLES
All matters and recitations stated in the Preamble to this Agreement are tree and correct
and are hereby incorporated by reference into the provisions of this Agreement as an expression
of intent and as an aid to construction.
ARTICLE 2
PURPOSES OF AGREEMENT
The purpose of this Agreement is to authorize the Authority to appropriate funds to the
CITY for continued operation of CITY's public transportation system by the Denton Transit
System (LINK) under the terms and conditions currently existing for operation of LINK pursuant
to a contract between the CITY and a transportation service provider.
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ARTICLE 3
TERM OF AGREEMENT
The Agreement shali be effective as of the effective date set forth below and shall
continue in full force and effect unless the Texas Department of Transportation modifies and
extends the Small Urbanized Transit System contract with the CITY to include the month of
September 2004 in the 2003 fiscal year contract and funds said contract in an additional amount
estimated to be $49,000 on or prior to October 20, 2004, upon which condition this Agreement
would terminate.
ARTICLE 4
TERMINATION OF THE AGREEMENT
This Agreement terminates upon the first to occur on the following events:
A. By mutual written agreement of the CITY and AUTHORITY; or
B. Expiration as provided in Article 3; or
If the CITY receives funding for the operation of the public transit system (LINK) for the
month of September 2004 from state transit funds in the mount specified, prior to
October 20, 2004.
ARTICLE 5
UNDERTAKING OF THE AUTHORITY
The AUTHORITY shall provide to the CITY a reimbursement of the funds it would have
received for September 2004, estimated to be $49,000, but reimbursement to he in an amount of
actual documented expenditures,under the same or similar terms and conditions imposed on the
CITY for the receipt of state transit funds, Small Urbanized Transit System Program and for use
or expenditure under the same terms and conditions that the Texas Department of Transportation
State Transit Fund Program would have required for the month of September 2004.
ARTICLE 6
UNDERTAKING OF THE CITY
On the effective date of this Agreement, the CITY shall continue to provide public
transportation services through the City transit system (LINK) for the month of September 2004
without interruption, and agrees to bill and invoice the AUTHORITY under the same terms,
conditions and requirements as required for the State Transit Fund Program for an amount
currently estimated to be $49,000.
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ARTICLE 7
USE OF CITY'S SHARE
AND
MAINTENANCE OF RECORDS
CITY agrees to maintain records that will provide accurate, current, and complete
disclosure of the status of the fimds received under this Agreement and with any other applicable
Federal and State regulations establishing standards for financial management. CITY's record
system shall contain sufficient documentation to provide fui1 support and justification for all
expenditures made by CITY at all reasonable times.
ARTICLE 8
HOLD HARMLESS
Only to the extent allowed by the Constitution and statutes of the State of Texas, and
without waiving any immunity or limitation as to liability, the CITY agrees to and shall
indemnify and hold harmless the AUTHORITY, its officials, officers, agents, employees, or
attorneys from and against any and all claims, losses, damages, causes of action, suits, and
liabilities of every kind, including ali expenses of litigation, court costs, and attorney's fees, for
injury or death of any person, or for damages to any property; real, personal, or intellectual,
arising out of or in connection with the operation of CITY's transit system during the month of
September 2004, where the injury or death or damage is caused by the negligence of the CITY,
its officials, officers, agents, employees, or attorneys.
ARTICLE 9
GOOD FAITH NEGOTIATION AND DISPUTE RESOLUTION
Whenever a dispute or disagreement arises under the terms of this Agreement, the parties
agree to enter into good faith negotiations to resolve such disputes. If the matter continues to
remain unresolved after good faith negotiations by the parties, then the matter shall be referred to
outside mediation. This provision is mandatory, arises under the provisions of §791.015 of the
Act, and shall be a condition precedent to the filing of any litigation by either or both parties
hereto.
ARTICLE 10
ASSIGNABILITY/CONSENT
Except as otherwise provided herein, or except as may be hereafter determined by the
parties, no party to this Agreement may sell, assign, or transfer its interest in this Agreement, or
any of its fight, duties, or obligations hereunder, without the prior written consent of the other
party. However, whenever the consent or the approval of a party is required herein, such party
shall not unreasonably withhold, delay, or deny such consent or approval.
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ARTICLE 11
NOTICE
Any notice given by one party to the other in connection with this Agreement shall be in
writing and shall be by personal delivery; or shall be sent by registered mail or certified mail; or
shall be sent by U.S. Mail, return receipt requested, postage prepaid; to:
CITY:
City Manager
City of Denton, Texas
215 East McKinney
Denton, Texas 76201
AUTHORITY: Executive Director
Denton County Transportation Authority
Brookhollow North
1660 South Stemmons, Suite 250
Lewisville, Texas 75067
Notice shall be deemed to have been received on the date of receipt as shown on the retum
receipt or other written evidence of receipt.
ARTICLE 12
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith. No evidence of any waiver or modification shall be offered or received in evidence in
any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, unless such waiver or modification is in writing,
duly executed. The parties further agree that the provisions of this Article will not be waived
unless as herein set forth.
ARTICLE 13
SAVINGS/SEVERABILITY
In the event that any one or more of the provisions hereof contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not effect the other provisions, and the Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been contained in this
Agreement.
ARTICLE 14
GOVERNING LAW AND VENUE
This Agreement shall be construed under and governed by, and in accordance with the laws of
the State of Texas, and all obligations of the parties hereto, created by this Agreement are
performable in Denton County, Texas. Venue of any suit or cause of action under this
Agreement shall lie exclusively in Denton County, Texas.
ARTICLE 15
ENTIRE AGREEMENT
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This Agreement and any exhibits which may be attached hereto, constitutes the entire
agreement among the parties hereto with respect to the fund'mg of CITY's LINK transit
operations for September 2004, and supersedes any prior understandings or written or oral
agreements between the parties with respect to that function. No amendment, modification,
cancellation or alteration of the terms of this Agreement shall be binding on any party hereto
unless the same is in writing, dated subsequent to the date hereof, and is duly authorized and
executed by the parties hereto.
ARTICLE 16
WAIVER OF TERMS AND CONDITIONS
The failure of either party to enforce or insist upon compliance with any of the terms or
conditions of this Agreement shall not constitute a general waiver or relinquishment of any such
terms or conditions, but the same shall be and remain at all times in full force and effect.
ARTICLE 17
AUTHORITY OF PART[ES
This Agreement is made by and entered into by the duly authorized officials of each
respective governmental entity.
ARTICLE 18
CAPTIONS
The captions contained in this Agreement are for informational purposes only and shall
not in any way affect the substantive terms or conditions of this Agreement.
ARTICLE 19
COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original, and constitute one and the same instrument.
IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to be executed
in two (2) original counterparts, by its duly-authorized and empowered Mayor; and the Denton
County Transportation Authority has caused this Agreement t9 be executg41 by its duly-
authorized and empowered officer to be effective as of the ,fl.,(~ day of
2004.
CITY OF DENTON, TEXAS
By:
EULINE BROCK, MAYOR
INTERLOCAL COOPERATION AGREEMENT - Page 6
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ATTEST:
JENNIFER WATERS, CITY SECRETARY
~::RB~ATTORNEY
DENTON COUNTY TI~NSPORTATION
AUTHORITY ~
ATTEST: ~-' ~
APPROVED AS TO LEGAL FORM:
RIDER SCOTT, GENERAL COUNSEL
INTERLOCAL COOPERATION AGREEMENT - Page 7
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