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HomeMy WebLinkAboutMINUTES - 06032014 - C.67RECOMMENDATION(S): APPROVE the TRANSPAC Joint Exercise of Powers Agreement in substantially the form presented, provided that it is revised to 1) designate a treasurer of one of the parties as the TRANSPAC treasurer, as required by Government Code section 6505.5, and 2) include any non-substantive but necessary changes, and AUTHORIZE the Chair of the Board of Supervisors to execute the Agreement, as revised, on behalf of the County. FISCAL IMPACT: No impact to the General Fund. County participation in TRANSPAC is a standing obligation accounted for in current and past Public Works and Conservation and Development budgets (Approximately $6,000). This restructuring will not result in any material change from the previous committee costs. BACKGROUND: Measure J-(2004), the transportation sales tax in Contra Costa County, includes a Growth Management Program (GMP) that compels local jurisdictions to participate in cooperative, multi-jurisdictional planning. Measure J replaced the Measure C (1988) transportation sales tax which expired in 2008. Measure C had similar GMP requirements. Consistency with the GMP requirement is achieved, in part, through membership and participation in the Regional Transportation Planning Committees (RTPCs). The Transportation Partnership and Cooperation Committee (TRANSPAC) is one of the four RTPCs(1) in the County. The RTPCs function as subcommittees of the Contra Costa Transportation Authority (CCTA) Board of APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/03/2014 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Mary N. Piepho, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: John Cunningham, (925) 674-7833 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 3, 2014 David Twa, County Administrator and Clerk of the Board of Supervisors By: June McHuen, Deputy cc: Kristin Connelly, Gayle Israel, Hiliana Li, Aruna Bhat C. 67 To:Board of Supervisors From:Catherine Kutsuris, Conservation and Development Director Date:June 3, 2014 Contra Costa County Subject:Approval of a Joint Powers Agreement to Restructure the TRANSPAC Committee as a Legal Entity BACKGROUND: (CONT'D) > Directors which administers the Measure J sales tax on behalf of the member agencies. CCTA member agencies consist of Contra Costa County and the 19 cities within the County. TRANSPAC members include one member of the County Board of Supervisors (currently Supervisor Karen Mitchoff with Supervisor Candace Andersen as alternate), elected officials (Mayor or Council Members) from each City (Clayton, Concord, Martinez, Pleasant Hill, Walnut Creek), and one Planning Commissioner from the County and each of the Cities. Each RTPC is administered independently. TRANSPAC, since its inception in the late 80s/early 90s, has operated as a "voluntary association" (see TRANSPAC Staff Report: Exhibit 1). After the passage of Measure C, TRANSPAC had need to hire program staff to fulfill GMP requirements. The City of Pleasant Hill, as a member agency of TRANSPAC, offered to hire and house the necessary staff on behalf of TRANSPAC. During a Fall 2013 audit of the City by the California Public Employees' Retirement System (CalPERS), TRANSPAC program staff were deemed "erroneous employees" and ineligible to receive retirement benefits. In addition to this ineligibility, the status of both employee and employer financial contributions are unknown. TRANSPAC formed a subcommittee, including Supervisor Karen Mitchoff, to address the CalPERS situation. The subcommittee, as well the attorney hired by TRANSPAC to advise on this matter, recommended on April 24, 2014 to the full TRANSPAC Board that a Joint Powers Authority (JPA) be formed and TRANSPAC voted unanimously in favor of the recommendation. As indicated above, TRANSPAC is an existing body. The subject JPA restructures the current informal "voluntary association" in to a legal entity. The intent is to retain existing functions and structure where possible. Status and Description of TRANSPAC Joint Powers Agreement: • Designation of Treasurer : At the time this report was submitted staff had not yet confirmed 1) which party to the agreement would be designated treasurer pursuant to Government Code 6505.5 [See footnote (2)], and 2) the appropriate language making such a designation. • Other Agency Adoption Schedule: City of Clayton - May 6, City of Pleasant Hill - May 12, City of Martinez - June 4, City of Concord - June 24, City of Walnut Creek - unknown. • JPA objectives, powers, structure: All detailed in the draft JPA (Exhibit 2). • Changes from original "voluntary association" to formal joint powers: See below for a description of changes. Planning Commission Members Prior Arrangement Planning Commission members (one from each member jurisdiction) had voting rights identical to elected officials. New/JPA Arrangement Planning Commission members will be ex-officio, not entitled to vote nor count towards a quorum. This change is per CalPERS rules that non-elected officials cannot serve on a governing board. Voting Provisions Prior Arrangement Majority and/or undefined. New/JPA Arrangement TRANSPAC Business: Two defined voting categories are defined as follows: 1) Four votes of the voting members present shall be required to take action with respect to the budget. 2) A majority vote of the voting members present will be required to take action on all other matters. (Total voting members = 6) Appointment of Representatives to the CCTA: A majority of the members present shall be required to appoint or recall a representative to the CCTA consistent with the requirements of CCTA’s Administrative Code. The TRANSPAC representatives and his or her alternate to the CCTA shall be a Board Member of TRANSPAC. Other Information County Counsel has reviewed the subject agreement and approves it after language reflecting Government Code § 6505.5 designating a treasure is appropriately inserted. (1)RTPCs include: TRANSPAC: Clayton, Concord, Pleasant Hill, Martinez, Walnut Creek, and Contra Costa County. WCCTAC: West Contra Costa Transportation Advisory Committee: Members: Cities of El Cerrito, Hercules, Pinole, Richmond, San Pablo; Contra Costa County; and the transit providers, AC Transit, BART, and WestCAT TRANSPLAN: Cities of Antioch, Brentwood, Oakley and Pittsburg, and Contra Costa County SWAT: (Southwest Area Transportation Committee): Cities of Lafayette, Moraga, Orinda, San Ramon, the Town of Danville, and Contra Costa County. The SWAT RTPC is further divided, Lafayette, Moraga, and Orinda form the Lamorinda Project Management Committee (LPMC) and Danville, San Ramon, Dublin, Pleasanton, Alameda County form the Tri-Valley Transportation Committee (TVTC ) (2) 6505.5. If a separate agency or entity is created by the agreement, the agreement shall designate the treasurer of one of the contracting parties, or in lieu thereof, the county treasurer of a county in which one of the contracting parties is situated, or a certified public accountant to be the depositary and have custody of all the money of the agency or entity, from whatever source. CONSEQUENCE OF NEGATIVE ACTION: By not taking the recommended actions, the restructuring of the TRANSPAC Committee will be delayed for all members, and a resolution of the dispute with CalPERs may be delayed or otherwise compromised. CHILDREN'S IMPACT STATEMENT: Not applicable. ATTACHMENTS TRANSPAC Staff Report and Minutes from 4-24-14 Draft TRANSPAC JPA 05/01/2014 12:01 FAX TRANSPAC Tral'l$portatlon Partnel'$hip and Cooperation Clayton, Concord, Martinez, Pleasant Hill, Walnut Creek and Contra Costa County 2300 Contra Costa Boulevard, Suite iiO Pleasant Hill, CA 94523 (925) 969-0841 Report on the Recommendation to Establish a TRANSPAC Joint Powers Authority (JPA) 141003 Since the passage of Measure C in 1988 and its extension, Measure J in 2004, TRANSPAC has met the Growth Management Program requirements of these measures as the Central County Regional Transportation Planning Committee (RTPC). Since its inception, TRANSPAC has operated as a voluntary association of Central County jurisdictions. Each sales tax Measure required the promotion of alternatives to commuting in single occupant vehicles. In Central County in 1992, a Transportation Demand Management Program (TDM) was established to assist Central County jurisdictions In meeting this requirement At the same time, the City of Pleasant Hill offered to hire the staff necessary to provide these services and to house the staff at the then new Pleasant Hill City Hall. The other Central County jurisdictions concurred in this action, The TDM staff were recruited and hired by the City of Pleasant Hill, subject as employees to the City's employment requirements, salary structure and benefits, including enrollment in CaiPERS. Please note that the TDM Program has always been self-funded and relies on grant funds for its operation. No funds for its operation have been sought from Central County jurisdictions. The TOM program, now labeled as the 511 Contra Costa TDM program has evolved over the years from primarily an employer-based vehicle trip reduction program to include a broadar range of services including youth transportation reduction programs and community based programs aimed at reducing Vehicle Miles Traveled {VMT) and transportation related greenhouse gas emissions reductions programs. The City of Pleasant Hill continued to be the base of operations for the TOM program as the program matured and expanded its operations when requested to include fulfilling Growth Management Program TOM requirements for Eastern Contra Costa jurisdictions. As happens in the course of time, the City of Pleasant Hill, in the fall of 2013 was chosen for a CaiPERS audit. The State's audit finding was that the 511 Contra Costa employees, some employed by the City since 1992, wera designated as "erroneous• employees and not eligible to receive the retirement benefits established by the City. Affected employees included current and former employees, as well as those who have retired from the City of Pleasant Hill. When advised of this development, designated TRANSPAC elected officials in concert with the City of Pleasant Hill City Manager and City and TRANSPAC staff established a working group to address how the situation might be rectified. A few months of deliberations by this working group identified a solution that addressed the CaiPERS problem by proposing the establishment of a TRANSPAC Joint Powers Authority (JPA). This action allows moving the 511 Contra Costa employees from employment with the City of Pleasant Hill to employment with the TRANSPAC JPA. TRANSPAC has employed the services of the Best, Best & Krieger law firm to assist in establishment of the JPA and transition of the 511 Contra Costa employees to TRANSPAC employment. Please nota that 511 Contra Costa is fully funded by grants and there are no costs required of TRANSPAC jurisdictions to maintain 511 Contra Costa operations. 05/01/2014 12:01 FAX 141004 TRANSPAC Special Meeting Summary Minutes SPECIAL MEETING DATE: ELECTED OFFICIALS PRESENT: PLANNING COMMISSIONERS PRESENT: STAFF PRESENT: GUESTS/PRESENTERS: MINUTES PREPARED BY: April 24, 2014 Mark Ross, Martinez (Chair); Julie Pierce, Clayton, CCTA Representative; David Durant, Pleasant Hill; Ron Leone, Concord; and Karen Mitchoff, Contra Costa County Keith Haydon, Clayton; Bob Pickett, Walnut Creek; and Diana Vavrek, Pleasant Hill Deidre Heitmen, BART: Ray Kuzbari, Concord; Jeremy Lochlrco, Walnut Creek; Robert Sarmiento, Contra Costa County; Tim Tucker, Martinez; Corinne Dutra-Roberts, 511 Contra Costa; and Barbara Neustadter, TRANSPAC Manager Brad Beck, Senior Transportation Planner, Contra Costa Transportation Authority (CCTA}; Chris Lau, Senior Civil Transportation Engineer, Contra Costa County; Angela Viller, Transportation Department, Contra Costa County Anita T ucci-Sm ith 1. Convene Meeting/Pledge of Allegiance/Self Introductions The meeting was convened at 9:05 A.M. by Chair Mark Ross, the Pledge of Allegiance was observed, and self Introductions followed. 2. Public Comment There were no comments from the public. CONSENT AGENDA 3. Approval of March 13, 2014 TRANSPAC Minutes ACTION: Approved. Leone/Pickett/Unanimous END OF CONSENT AGENDA 4. At the February 2014 TRANSPAC Meeting, TRANSPAC Chair Durant Reviewed the Issues Raised by CaiPERS Regarding the Status of 511 Contra Costa Employees. He suggested, and TRANSPAC supported, the use of TRANSPAC funds to engage Best Best & Krieger (BB&K) to provide legal services to establish a TRANSPAC Joint Powers Authority (JPA). This action will establish employee status for current and future 511 Contra Costa employees. TRANSPAC Summary Minutes-April24, 2014 Page 1 05/01/2014 12:01 FAX This approach also was supported by the TRANSPAC Board at the February 2014 TRANSPAC meeting to be reviewed and considered at the April 10, 2014 TRANSPAC meeting (later scheduled for a special meeting on April 24, 2014), when the draft JPA document would be available for review and action. TRANS PAC is requested to review the attached Proposed Joint Powers Agreement (JPA) document, suggest revisions, and consider adoption of a TRANSPAC JPA. TRANSPAC Manager Barbara Neustadter advised that Director Durant, who was TRANSPAC Chair at the time, had raised the issues relative to CaiPERS and the status of 511 Contra Costa employees, and had suggested moving forward with the creation of a Joint Powers Authority (JPA). She reported that documents were now available to allow that to be done. Director Durant highlighted the Draft JPA Agreement that had been provided in the TRANSPAC packet and reported that some time had been spent on Issues related to CaiPERS' new rules that non-elected officials could not actually serve on the Board, which was a concern of his and Director Pierce given that they valued the Input of the Planning Commission representatives who served on TRANSPAC. As such, there had been an attempt to create an ex-officio status for Planning Commission representatives. He stated that the other points in the JPA Agreement were agreeable where there would be one elected member from each jurisdiction and one member from Contra Costa County. With approvo:ll from the Board, staff would proceed to secure a CaiPERS concurrence that 511 Contra Costa employees would be covered and allow TRANSPAC to be In a position to secure bonds as a separate entity. Director Pierce stated that one of the other pluses with a formal JPA was the efficiencies that might be possible by amalgamating contracts which might be beneficial to all and scheduling them throughout the year which was something that could not be done right now. Director Durant noted that the JPA documents required a unanimous vote to adopt the budget; he sought a 5/6 or 4/6 vote as more appropriate. Director Pierce explained the intent to ensure that no one was done unto by the rest, although she expected they had gone beyond those days. On the discussion of the vote required to adopt a budget, by consensus the Board agreed that two thirds of the membership, or four votes, would be appropriate, and amended the Agreement in Section 5, TRANS PAC Organization, (d) Vote, as follows: (ii) TRANSPAC Business. Four votes of the voting members present shall be required to take action with respect to the budget. A majority vote of the voting members present will be required to take action on all other matters. In response to Keith Haydon, Director Pierce explained that there was no current JPA agreement; there was a voluntary cooperative agreement with no legal standing and the JPA would change that and TRANSPAC would become a legal entity. TRANS PAC Summary Minutes-April 24, 2014 Page 2 05/01/2014 12:01 FAX I 141006 With respect to the budget and cost, Director Pierce explained that the cost to each jurisdiction was based 50 percent on population and 50 percent on the proportional share of return to source funds. Director Durant noted that the JPA would allow TRANSPAC to draft rules and procedures and he suggested the adoption of the rules that had been used under the cooperative agreement. He added that the TRANSPAC Manager would draft a budget and the Board would vote on it and then proceed. Ms. Neustadter concurred that the budget would be 50 percent divided by six, and 50 percent the return to source as a percentage of the budget which took into account the varying sizes of the jurisdictions involved. Bob Pickett asked if there had been a determination of incremental additional cost of creating another entity and asked If it would cost more if there was no JPA, to which Director Durant stated the expectation was that there would be no additional cost. In further response to Mr. Pickett, Director Pierce explained that there would be no additional meetings or the name ofTRANSPAC under the JPA. Diana Vavrek referred to Section 9 of the agreement related to withdrawal from the JPA and asked if that was enforceable, to which Director Pierce advised that it was enforceable because it had been written into the statute of Measure J, and had been tested in East County when the City of Pittsburg had withdrawn from TRANSPLAN. After some time that issue had now been resolved and the City of Pittsburg had now received its return to source monies In arrears. Director Durant stated that TRANS PAC would be asked to agree that it was interested in pursuing the agreement and each member would have to take the agreement to its respective body to get approval. Once each jurisdiction had signed on, the new cooperative venture In compliance with Measure J would have been formed. He noted that any jurisdiction that did not participate in TRANSPAC would not participate in the cooperative and would therefore not be eligible for return to source funds. Director Pierce referred to Item l, Definitions, bullet (f) related to Measure J, and requested the following addition given that it was unknown whether there would be a replacement tax, an augmentation, or an extension beyond Measure J: (f) "Measure J" shall refer to the extended half-cent local transportation sales tax first established by Measure Cor replacement and augmentation thereof. Director Mitchoff moved to establish the agreement and send it out for everyone to sign and to return as soon as possible. Ms. Neustadter reportii!d that Mala Subramanian would be provided the notes from the meeting, make the requested changes, and send the agreement to the elected officials and seek approval from the applicable jurisdictions. She expected that Ms. Subramanian would then identify the next steps. TRANS PAC Summary Minutes-April 24, 2014 Page 3 05/01/2014 12:02 FAX LgJVVI ACTION: On motion by Director Mltchoff, seconded by Director Durant to approve the establishment of a TRANSPAC Joint Powers Agreement, with the amendments to Section 1 {f) and S (d) (ii), as shown, carried by the following vote: Ayes: Noes: Abstain: Absent: Durant, Haydon, leone, Mltchoff, Pickett, Pierce, Ross, Vavrek None None Haskew, Mercurio, Stewart TRANSPAC Summary Minutes-April 24, 2014 Page 4 05/01/2014 12:01 FAX TRANSPAC Transportation Partnership and Cooperation Clayton, Concord, Martinez, Pleasant Hill, Walnut Creek and Contra Costa County t2300 Contra Costa Boulevard, Suite 11 0 leasant Hill, CA 94523 (925) 96 841 April28, 2014 Re: TRANSPAC Joint Powers Authority (JPA) Dear Councilmember Durant: At the April 24, 2014 TRANSPAC meeting, TRANSPAC considered and unanimously approved the establishment of a TRANSPAC Joint Powers Agency (JPA). As described in the attached staff report, this action was taken in response to a CaiPERS audit affecting 511 Contra Costa employees. As a representative to TRANSPAC, you are requested to present the formation of the JPA to your Council/Board for consideration and approval. Please note that a report on the need for this action is included with this letter as are the minutes of the action taken Apri124, 2014 TRANSPAC meeting. Sincerely, Barbara Neustadter TRANSPAC Manager Attachments: 1. Report on the Recommendation to Establish a TRANSPAC Joint Powers Authority (JPA) 2. Minutes Excerpt (JPA) from April 24, 2014 Special TRANSPAC Meeting 3. TRANSPAC Joint Exercise of Powers Agreement CC: City Manager June Catalano DRAFT- 1 - 38044.00000\8600258.3 TRANSPAC JOINT EXERCISE OF POWERS AGREEMENT This Joint Powers Agreement (“Agreement”) is entered into on this ____ day of ________, 2014, by and between the cities of Clayton, Concord, Martinez, Pleasant Hill, and Walnut Creek, all municipal corporations, and Contra Costa County, a state political subdivision. Each public agency which is a party to this Agreement is hereby referred to individually as “Party” and collectively as “Parties”. RECITALS WHEREAS, the Parties entered into the Central Contra Costa Transportation/Land Use Partnership (“TRANSPAC”) Agreement dated November 29, 1990 and superseded by the First Amendment to the Central Contra Costa Transportation/Land Use Partnership Agreement dated February 22, 1993 (“Partnership Agreement”) to cooperate in the establishment of policies and action to more effectively respond to the requirements of Measure C; and WHEREAS, Section 12 of the Partnership Agreement provides that TRANSPAC shall conduct an annual review of the implementation of the Partnership Agreement to determine whether the execution of a Joint Exercise of Powers Agreement that establishes TRANSPAC as a separate legal entity is a more suitable alternative to the Partnership Agreement; and WHEREAS, Government Code Section 6500 et seq. permits two or more public agencies by agreement to exercise jointly powers common to the contracting parties; and WHEREAS, the Parties have determined that establishing TRANSPAC as a separate legal entity enables the Parties to more effectively respond to transportation issues and is a more suitable alternative to the Partnership Agreement. NOW, THEREFORE, THE PARTIES TO THIS AGREEMENT DO AGREE AS FOLLOWS: 1. DEFINITIONS The following words as used in this Agreement are defined as follows: (a) “Agency” shall mean each city and county which is a Party to this Agreement. (b) “Board” or “TRANSPAC Board” shall mean the board designated herein to administer this Agreement. (c) “Joint Transportation Planning Program” shall mean a transportation planning program undertaken by the Agencies. (d) “Managing Director” shall mean the person selected by the Board to manage the day-to-day activities of TRANSPAC. *DRAFT**DRAFT* DRAFT- 2 - 38044.00000\8600258.3 (e) “Measure C” shall refer to half-cent local transportation sales tax established in 1988. (f) “Measure J” shall refer to the extended half-cent local transportation sales tax first established by Measure C or replacement and augmentation thereof. (g) “TRANSPAC” shall mean the public and separate entity created by this Agreement. (h) “TRANSPAC TAC” shall mean a technical advisory committee to TRANSPAC. 2. OBJECTIVES The intent of this Agreement is to express cooperation between the Parties and to establish policies which will protect and advance the interest of the Central Contra Costa County communities, which include the TRANSPAC boundaries as shown in Appendix A attached hereto and incorporated herein, with respect to transportation issues in general and the utilization of Measure J funds in particular. More specifically, TRANSPAC is hereby authorized to do all acts necessary for the exercise of its objectives, including but not limited to, the following: (a) Conduct, authorize, review and accept studies and reports; (b) Periodically review transportation plans and recommend changes thereto; (c) Hold and conduct meetings pursuant to this Agreement; (d) Develop regional strategies to meet Measure J requirements; (e) Address transportation issues that affect the Central Contra Costa County communities; (f) Assess Central Contra Costa County transportation needs, including transit services; (g) Coordinate with County Connection regarding transit services; (h) Advise the Agencies on transportation issues that impact the Agencies and the region; (i) Coordinate with Agencies on the responses and actions concerning transportation issues; (j) Work with Central Contra Costa jurisdictions to formulate transportation policy statements; (k) Sponsor educational forums, workshops and discussions on transportation matters; *DRAFT**DRAFT* DRAFT- 3 - 38044.00000\8600258.3 (l) Advocate the interest of Agencies concerning transportation management and funding issues to local, state and federal officials; (m) To provide comprehensive, accurate, reliable and useful multimodal travel information to meet the needs of Central Contra Costa travelers; and (n) Gather information necessary to accomplish the foregoing purposes. 3. POWERS The powers of TRANSPAC include, but are not limited to, the following: (a) To make and enter into contracts; (b) To apply for and accept grants, advances and contributions; (c) To employ and contract for services of agents, employees, consultants, engineers, attorneys, and other such persons or firms as it deems necessary to carry out the objectives of this Agreement; (d) To conduct studies; (e) To incur debts, liabilities, or obligations, subject to the limitations set forth herein; (f) To receive and use contributions and advances from an Agency as provided in Government Code section 6504, including contributions or advances of personnel, equipment or property; (g) To provide a program of benefits for employees, including, but not limited to, contracting for retirement benefits with an existing retirement system; and (h) To exercise other reasonable and necessary powers in furtherance or support of any purpose of the Authority or the bylaws of the Authority. 4. ORGANIZATIONAL STRUCTURE The TRANSPAC Board shall provide overall policy direction for the operations and activities of the Joint Transportation Planning Program. TRANSPAC TAC shall provide administrative guidance, technical review, and decision making for the ongoing operational activities of the Joint Transportation Planning Program. Any staff or consultants hired by TRANSPAC shall report directly to the TRANSPAC Board or its designee. 5. TRANSPAC ORGANIZATION TRANSPAC Board. TRANSPAC shall be governed by the TRANSPAC Board. The TRANSPAC Board is empowered to establish its own procedures for operation and may revise these periodically as deemed necessary. (a) Members. *DRAFT**DRAFT* DRAFT- 4 - 38044.00000\8600258.3 The Board shall consist of 6 members (one member from each Agency), which shall be determined as follows: (i) For the City Agencies, one councilmember shall be appointed by the respective City Council. (ii) For the County Agency, one Supervisor shall be appointed by the County Board of Supervisors. Upon execution of this Agreement, the governing body of each Agency shall appoint its member to serve as a member of the Board and an alternate member of the Board to serve in the absence of its regular member, both shall be elected officials. Each member and alternate shall serve at the pleasure of the appointing governing board without compensation. The Board shall also consist of 6 ex-officio members (one member from each Agency), which shall be determined as follows: (i) For the City Agencies, one planning commissioner shall be appointed by the respective City Council. (ii) For the County Agency, one planning commissioner shall be appointed by the County Board of Supervisors. Upon execution of this Agreement, the governing body of each Agency shall appoint its ex-officio member to serve as an ex-officio member of the Board and an alternate ex-officio member to serve in the absence of its regular ex-officio member, both shall be planning commissioners. Each ex-officio member and alternate shall serve at the pleasure of the appointing governing board without compensation. Ex-officio members shall not be entitled to vote and shall not be counted towards the quorum. (b) Officers. TRANSPAC shall select a Chair and a Vice Chair who shall be elected officials and shall hold office for a period of one year, commencing February. However, the first Chair and Vice Chair shall hold office from the date of appointment to the following February. If any Agency removes a Board member who is also an officer, the Board shall appoint a member from the newly constituted Board to fill the vacant office for the remainder of that term. (i) Chair The Chair shall preside over Board meetings, call them to order and adjourn them, announce the business and order to be acted upon, recognize people entitled to the floor, put to vote all questions moved and seconded, announce voting results, maintain rules of order, and carry out other duties as set forth in the bylaws. (ii) Vice Chair The Vice Chair shall serve as chair in the absence of the regularly elected chair. *DRAFT**DRAFT* DRAFT- 5 - 38044.00000\8600258.3 (iii) Secretary The Board shall designate someone to serve as the Secretary and shall prepare, distribute, and maintain minutes of the meeting of the TRANSPAC Board, TRANSPAC TAC and any committees of TRANSPAC or shall contract for such services. The Secretary shall also maintain the official records of TRANSPAC and shall file notices as required by this Agreement. (iv) Treasurer TRANSPAC shall employ, appoint, or contract for the services of a Treasurer who shall: (1) Receive and provide for the receipt of all funds of TRANSPAC and place them in the treasury to the credit and for the account of TRANSPAC. (2) Be responsible, upon an official bond, for the safekeeping and disbursement of all TRANSPAC funds. (3) Pay, when due, out of TRANSPAC funds, the indebtedness of TRANSPAC and any other sum duly authorized for payment from TRANSPAC funds. (4) Verify and report, in writing, in July, October, January, and April of each year to the Board and to the Parties to this Agreement the amount of funds held for TRANSPAC, the amount of receipts and amount paid out since the last report. (5) Invest TRANSPAC’s funds in the manner provided by law and collect interest thereon for the account of TRANSPAC. (6) If deemed necessary by the Board, an independent audit shall be made by a certified public accountant to ensure that the Treasurer is complying with the aforementioned requirements and Government Code section 6505 regarding strict accountability of all funds. (c) Board Meetings. (i) Regular Meetings. The Board should attempt to hold at least one regular meeting a month. (ii) Special Meetings. Special meetings of the Board may be called as provided in accordance with the Ralph M. Brown Act (Gov. Code sections 54950 et seq.) (“Brown Act”). (iii) Notices of Meetings. All meetings of the Board shall be held in accordance with the Brown Act and other applicable laws. (iv) Minutes. The Board shall keep written minutes of all meetings. As soon as possible after each meeting, the Board shall cause a copy of the minutes to be distributed to members of the Board and to the Agencies. *DRAFT**DRAFT* DRAFT- 6 - 38044.00000\8600258.3 (v) Quorum. A majority of the members of the Board shall constitute a quorum, except that less than a quorum may adjourn from time-to-time. (d) Vote. (i) Authorized Voting Members. Each voting member or designated alternate when taking the place of the member shall be authorized to vote. (ii) TRANSPAC Business. Four votes of the voting members present shall be required to take action with respect to the budget. A majority vote of the voting members present will be required to take action on all other matters. (iii) Appointments of Representatives to the Contra Costa Transportation Authority (“CCTA”). A majority of the members present shall be required to appoint or recall a representative to the CCTA consistent with the requirements of CCTA’s Administrative Code. The TRANSPAC representatives and his or her alternate to the CCTA shall be a Board Member of TRANSPAC. (e) TRANSPAC Staff. TRANSPAC shall have staff to carry out the objectives of the Agreement. In addition, independent consultants may be engaged as needed. The Managing Director shall report to the TRANSPAC Board. Additional staff may be added with Board approval within the constraints of the then current fiscal year budget. (f) TRANSPAC TAC. The TRANSPAC TAC shall serve as the technical advisory committee for Transpac. It shall be made up of at least one staff member from each Agency selected by each Agency. TRANSPAC TAC shall study and discuss issues pertaining to TRANSPAC and shall make recommendations to TRANSPAC concerning those issues. 6. TRANSPAC BUDGET, WORK PROGRAM AND AGENCY PAYMENTS TRANSPAC shall adopt a budget by an annual resolution. The budget shall set forth all operational expenses of TRANSPAC. It shall also set forth the proportional amount each Agency will be required to pay. (a) Within 120 days of the effective date of this Agreement the Board shall formulate a budget for the first fiscal year of TRANSPAC’s operation. In doing so, the Board shall assign each agency a proportionate share of required funding to meet the budget agreed upon. Absent formal Board action extending this deadline, failure to agree upon a budget within the 120 days’ time frame shall cause this Agreement to terminate. (b) After the first year, the annual budget and work program shall be prepared by April 1 and shall then be submitted to the Board for its review and consideration to be adopted on or after July 1. *DRAFT**DRAFT* DRAFT- 7 - 38044.00000\8600258.3 (c) All bills and invoices for expenses incurred pursuant to said budget shall be routed to the Treasurer, who shall pay such expenses from the budget. The Treasurer has the authority to set forth the method and timing of payment of such invoices. The Treasurer shall also calculate the amount owed by each Party under the formula set forth in Section 7, and shall bill each Party accordingly. Each Party shall pay its billing by TRANSPAC within 30 days of receipt thereof. Bills shall be prepared for each calendar quarter in which activity occurs and shall be payable by the Parties upon demand. 7. PAYMENT OBLIGATIONS Each Party shall pay, upon demand, its proportionate share of expenses. The funding allocation of each Party is as follows: each Party shall contribute 50% of TRANSPAC funding on an equal (1/6th) share basis. The remaining 50% TRANSPAC subsidy is based on the percentage of Measure J return-to-source funding received by each Party from Contra Costa Transportation Authority This funding allocation shall be reviewed annually and, if necessary may be altered by written amendment to this Agreement. 8. DISPOSITION OF TRANSPAC FUNDS UPON TERMINATION In the event this Agreement is terminated, TRANSPAC funds, together will interest accrued thereon, which remain after payment of all outstanding TRANSPAC debts, shall be distributed to the Parties in the same proportion as the Parties have paid into TRANSPAC. 9. WITHDRAWAL Any Party may, upon 60 days’ written notice to the Chair of TRANSPAC, withdraw from this Agreement. However, a withdrawing Party shall be liable for its proportionate share of TRANSPAC expenses incurred up to the date notice of termination became effective, which exceeds the withdrawing Agency’s contribution under Section 7, and provided further, that in no event shall a withdrawing Party be entitled to a refund of all or any part of its contribution made under Section 7. A withdrawing Party may no longer be eligible to receive Measure J return-to- source funding. 10. TERMINATION This Agreement shall remain in effect indefinitely, unless amended or terminated as provided hereunder. This Agreement may be terminated by the affirmative vote of the governing bodies of not less than two-thirds of the Parties. 11. AMENDMENTS The TRANSPAC Board shall first consider any and all amendments to this Agreement. A majority vote of the TRANSPAC Board shall be required before any recommended amendment to this agreement is forwarded to the Parties for consideration and adoption. The Agreement may be amended by an affirmative vote of the governing bodies of not less than two- thirds of the Parties. 12. NOTICES *DRAFT**DRAFT* DRAFT- 8 - 38044.00000\8600258.3 All notices shall be deemed to have been given when mailed to the governing body of each Party. Notices to TRANSPAC shall be sent to: TRANSPAC _______________________ _______________________ 13. LIMITED LIABILITY OF THE AUTHORITY Consistent with Government Code section 6508.1, the debts, liabilities, and obligations of TRANSPAC shall be limited to the assets of TRANSPAC and shall under no circumstances be the debts, liabilities, and obligations of any of the Parties. A Party may, but has no obligations to, separately contract for or assume responsibility in writing for specific debts, liabilities, or obligations of the Authority. In furtherance of this Section, TRANSPAC shall indemnify the Parties as provided in Section 14 below. 14. INDEMNIFICATION TRANSPAC shall defend, indemnify and hold harmless each Party and each Party’s officers, officials, agents, and employees from any and all liability, including, but not limited to, claims, losses, suits, injuries, damages, costs and expenses, including attorneys’ fees and consequential damages, of every kind, nature and description (collectively, “Losses”) directly or indirectly arising from or as a result of any act of the Authority or its agents, servants, employees or officers in the observation or performance of any of its responsibilities under this Agreement, or any failure by the Authority to perform any such responsibilities; and/or any actions or inactions of Parties taken as a result of their membership in TRANSPAC. Notwithstanding the foregoing, TRANSPAC shall not be required to indemnify any Party against any Losses that are caused by the negligence or willful misconduct of such Party seeking indemnification or any of their respective officers, agents, or employees. 15. EFFECTIVE DATE This Agreement shall take effect upon receipt of executed copies of the Agreement from not less than two-thirds of the Parties. [SIGNATURES ON THE FOLLOWING PAGES] *DRAFT**DRAFT* DRAFT- 9 - 38044.00000\8600258.3 CITY OF CLAYTON Executed on _____________, 2014. ______________________ Mayor Attest: _______________________ City Clerk Approved as to form: ________________________ City Attorney *DRAFT**DRAFT* DRAFT- 10 - 38044.00000\8600258.3 CITY OF CONCORD Executed on _____________, 2014. ______________________ Mayor Attest: _______________________ City Clerk Approved as to form: ________________________ City Attorney *DRAFT**DRAFT* DRAFT- 11 - 38044.00000\8600258.3 CITY OF MARTINEZ Executed on _____________, 2014. ______________________ Mayor Attest: _______________________ City Clerk Approved as to form: ________________________ City Attorney *DRAFT**DRAFT* DRAFT- 12 - 38044.00000\8600258.3 CITY OF PLEASANT HILL Executed on _____________, 2014. ______________________ Mayor Attest: _______________________ City Clerk Approved as to form: ________________________ City Attorney *DRAFT**DRAFT* DRAFT- 13 - 38044.00000\8600258.3 CITY OF WALNUT CREEK Executed on _____________, 2014. ______________________ Mayor Attest: _______________________ City Clerk Approved as to form: ________________________ City Attorney *DRAFT**DRAFT* DRAFT- 14 - 38044.00000\8600258.3 CONTRA COSTA COUNTY Executed on _____________, 2014. ______________________ Chair Attest: _______________________ Clerk of the Board Approved as to form: ________________________ County Counsel *DRAFT**DRAFT* DRAFT- 15 - 38044.00000\8600258.3 APPENDIX A [INSERT BEHIND THIS PAGE] *DRAFT**DRAFT*