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
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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
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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.