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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 Page 2 S:\Our Documents\Ordinanccs\04\InterlocaI-DCTA-9-04 Funding.doc S:\Our Documents\Contracts\04kICACity o f DentonL/nklnterlocal Cooperation Agmement-7-29-04.DOC 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 S:\Our Do cuments\Contracts\04'4CACity of DcntonLinklnterlocal Cooperation Agreement-7-294)4.DOC 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. INTERLOCAL COOPERATION AGREEMENT - Page 2 Doe ID 8COTR-843500 08097-001 S:\Our Documents\Coniracts\04~lCACity o f DentonLinldnterlocal Cooperation Agreement-7-29-04.DOC 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. INTERLOCAL COOPERATION AGREEMENT - Page 3 S:\Our Documents\Contracts\04~ICACity of DentonLinklnterlocal Cooperation Agreemcnt-7-29-04.DOC 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. INTERLOCAL COOPERATION AGREEMENT - Page 4 Doc IDSCOTR-843500 080974)01 S:\Our Documents\Contraets\04~ICACity of DentonLinkInterlocal Cooperation Agxeement-7-29-04.DO C 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 INTERLOCAL COOPERATION AGREEMENT - Page 5 S:\Our Docum~n~\Con~xacts\04klCACity o f DentonLinkInterloc al Coopcuation Agro~ment-7-29414.DOC 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 Doc ID 8COTR-843500 08097-001 4 - ~ ' S:\Our Documents\Contractsk04~lCACit~ of DentonLinklnterlocal Cooperation Agreement-7-29-04. DOC 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 DoclD SCOTR-843500 08097-001