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2003-092ORDINANCE NO. 41)P S- 19 ? A AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON COUNTY TRANSPORTATION AUTHORITY FOR THE PROVISION OF MANAGEMENT AND PLANNING SERVICES FOR THE IMPLEMENTATION OF MASS TRANSPORTATION IN DENTON COUNTY, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; 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, the Authority is in the process of advertising for requests for proposals from qualified firms to perform management and planning services to implement the Authority's operations to provide Denton County with mass transit services; and WHEREAS, due to the fact that the Authority is in its start up stages it lacks sufficient capital to defray the expenses for such management and planning services and therefore it has requested that all cities, including the City of Denton contribute a sum of money on a per capita basis to defray these expenses; and WHEREAS, on a per capita basis the City of Denton's contribution toward such management and planning services is $101,063.00; and WHEREAS, the City of Denton and the Authority desire to enter into an Interlocal Cooperation Agreement to provide for such management and planning services for the implementation of mass transportation in Denton County 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, there is a valid governmental and municipal purpose served by the Interlocal Agreement by providing for the defraying of expenses for management and planning services for the implementation of mass transit services in Denton County; and WHEREAS, the City Council hereby finds that the Interlocal Agreement 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 2. The City Manager, or his designee, is authorized to make the expenditures as set forth in the Interlocal Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. //nn PASSED AND APPROVED this the ~ Oday of LfC , 2003. fwZ 9 4 E OC , ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPRO D AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY Page 2 SAOur Documents\Ordinances\03\lnterlocal-Denton County Transit Authority.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, being 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 AUTHORITY at an election held on November 5, 2002 was duly confirmed as a transportation authority pursuant to Chapter 460 of the Texas Transportation Code (the "Code'); and WHEREAS, the AUTHORITY has issued a request for proposals ("Request for Proposals") for management and planning services to implement the AUTHORITY's operations to provide Denton County with mass transit services; and WHEREAS, the CITY and the AUTHORITY find that it is in the public interest that these mass transit services be provided to the citizens of Denton County; and WHEREAS, the AUTHORITY requires sufficient capital to defray the expenses for management and planning services and therefore has requested, pursuant to § 460.404 of the Code that all cities, including the CITY contribute a sum of money on a per capita basis to defray these expenses; and WHEREAS, on a per capita basis the CITY'S contribution toward such management and planning services is $101,063 (the "CITY's Share'); and WHEREAS, there is a valid governmental purpose served by this Agreement by providing for the defraying of expenses for management and planning services for the implementation of mass transit services in Denton County; and WHEREAS, the CITY and the AUTHORITY agree that any payments made in connection with governmental functions provided for by this Agreement shall be made from current revenues available to the paying party, the purpose, terms, rights, and duties of the respective contracting parties are stated in this Agreement, and any payments made Doc M SOOM-732798 3347-0010 pursuant to the Agreement fairly compensate the performing parry for the services or functions performed, all in accordance with the provisions of the Act; 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 undertaking; and 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 true and correct and are hereby incorporated by reference into the provisions of this Agreement for all purposes. ARTICLE 2 PURPOSE OF AGREEMENT. The purpose of this Agreement is to appropriate funds to the AUTHORITY for mass transit and to provide for transportation services in Denton County consistent with Chapter 460, TEX. TRANSPORTATION CODE for the term of the Agreement, subject to the requirements contained in Exhibit "A" attached hereto and made a part hereof by reference. ARTICLE 3 TERM OF AGREEMENT This Agreement shall be effective as of the effective date set forth below and shall continue in force and effect for the fiscal year 2002-2003. ARTICLE 4 TERMINATION OF AGREEMENT This Agreement terminates upon the first to occur of the following events: A. By mutual written agreement of the CITY and AUTHORITY; or B. Expiration of the Agreement as provided in Article 3; or C. By either party, if a party defaults or breaches any of the terms or conditions of this Agreement and such default or breach is not cured within sixty (60) days after written notice by the non-defaulting party to the defaulting party. ARTICLE 5 UNDERTAKING OF THE AUTHORITY The AUTHORITY shall engage in the process of providing mass transportation services to Denton County which may include employment of a person or persons to provide management, operational and/or planning services for the AUTHORITY. ARTICLE 6 UNDERTAKING OF THE CITY On the effective date of this Agreement the CITY shall pay the AUTHORITY the sum of $101,063.00 representing its percapita share of the cost of the budget of the AUTHORITY. ARTICLE 7 USE OF CITY'S SHARE AND MAINTENANCE OF RECORDS A. AUTHORITY agrees to maintain records that will provide accurate, current, and complete disclosure of the status of the funds received under this Agreement and with any other applicable Federal and State regulations establishing standards for financial management. AUTHORITY's record system shall contain sufficient documentation to provide full support and justification for all expenditures which shall be made available to the CITY at all reasonable times. B. AUTHORITY agrees to conduct an annual audit of funds which shall be made available to the CITY or permit CITY,-or any of its authorized representatives to audit the AUTHORITY. 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 AUTHORITY agrees to and shall indemnify and hold harmless the CITY, 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 all 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 subject of this Agreement, where the injury or death or damage is caused by the negligence of the AUTHORITY, 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 right, 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. 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: Chairman, Executive Committee Denton County Transportation Authority 110 W. Hickory Denton, Texas 76201 Notice shall be deemed to have been received on the date of receipt as shown on the return 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/SEVERABR= 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 This Agreement and any exhibits which may be attached hereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. 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. 5 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 PARTIES 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 to be execut d by its duly authorized and empowered Chairman to be effective as of the day of 2003, ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: DENTON COUNTY TRANSPORTATION AUTHORITY By: ES E RY, C IltMAN DENTON COUNTY SPORTATION AUTHORITY ATTEST: JASON PIERCE, SE TARY By: APPROVED AS TO LEG FORM: RIDER SCOTT, Cp~ERAL COUNSEL By: EXHIBTf "A" USE OF CITY'S SHARE The AUTHORITY recognizes that the CITY's Share comes from general obligation bond funds and therefore is subject to the restrictions contained herein. The CTI'Y's Share shall be used by the AUTHORITY solely for contracting for transit management and planning services and/or for planning and engineering consultants. It shall not be used for overhead expenses, salaries, supplies, equipment, travel expenses, election costs or any other expenditures unrelated to the preparation or implementation of a mass transit plan by an independent contractor. As provided in Article 7, the CITY may audit the AUTHORITY'S records at all reasonable times to make certain that the CITY's Share is expended in accordance with the above provisions. The AUTHORITY shall promptly refund to the CITY any funds not expended in conformity with these provisions.