HomeMy WebLinkAboutStaff Report 2309-202214.City Council Discussion and Potential Direction on Feedback Regarding the Proposed
Joint Powers Agency (JPA) Agreement for Cities Association of Santa Clara County; CEQA:
Not a Project Presentation
City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: City Manager
Meeting Date: October 16, 2023
Report #:2309-2022
TITLE
City Council Discussion and Potential Direction on Feedback Regarding the Proposed Joint Powers
Agency (JPA) Agreement for Cities Association of Santa Clara County; CEQA: Not a Project
RECOMMENDATION
Staff recommends the City Council discuss the Proposed Joint Powers Agency (JPA) Agreement
for Cities Association of Santa Clara County (CASCC) and provide potential direction to staff and
to Mayor Kou as the City‘s representative on CASCC, on any feedback to the Cities Association of
Santa Clara County (CASCC) regarding the proposed terms.
EXECUTIVE SUMMARY
The Cities Association of Santa Clara County (CASCC) is pursuing a more formal structure, which
CASCC Executive Committee members and contract staff state will provide increased clarity
relating to tax status and governmental immunities, and limit the potential liability of Member
Agencies. CASCC drafted a JPA Agreement and is seeking Member Agencies input and approval
of a proposed JPA. Staff is requesting Council review and feedback on the proposed JPA
Agreement. Cities and towns throughout Santa Clara County are similarly considering the
proposed Agreement, and some are likely to approve the Agreement as drafted. Should Council
propose changes to the Agreement, staff will convey this feedback to CASCC. CASCC may then
consider revising the draft Agreement in response to this feedback, and the final Agreement will
be brought back for Council consideration.
BACKGROUND
The resulting proposed Draft JPA Agreement is provided as Attachment A. Over thirty years ago,
the cities and towns in Santa Clara County (“Member Agencies”) established the CASCC to
improve cooperation on issues of common interest. The intent was to consolidate and maintain
the functions and purposes of the Inter-City Council, the Santa Clara County Mayor’s Conference,
and the City Selection Committee for Santa Clara County. The cities and towns entered into an
informal agreement to provide some structure and outline the purpose and function of the
CASCC, eventually adopting bylaws and operating as an unincorporated association.
In 2017, the CASCC began reviewing its organizational structure. In August 2020, the CASCC Board
voted 12 ayes with 3 absences (Los Altos Hills, Monte Sereno, San José) to take the steps
necessary to recommend that member cities form a joint powers authority to provide a more
formal and recognized structure and clarity regarding tax status and governmental immunities,
and limit the potential liability of the Member Agencies. The vote took place after a presentation
considering both a JPA and a 501(c)4. The presentation noted that:
•Since CASCC formation, California and federal law has changed.
•CASCC was not originally registered as a governmental entity and attempts to do so with
the IRS have been unsuccessful.
•CASCC is growing with respect to its responsibilities and involvement in projects of mutual
interest (e.g., Planning Collaborative, SCSC Airplane Noise Roundtable, Silicon Valley
Clean Energy, City Selection Committee).
Currently, the CASCC appoints members to a variety of regional boards. This function falls under
the City Selection Committee established by state statute and will continue whether or not a JPA
is formed. The appointments include the Airport Land Use Commission, the Association of Bay
Area Governments (ABAG), ABAG Regional Planning Committee, Bay Area Air Quality
Management District (BAAQMD), Sourcewise, the Local Agency Formation Commission (LAFCO),
Metropolitan Transportation Commission (MTC), Santa Clara County Local Board CAL-ID-RAN,
Santa Clara County Emergency Operational Area Council (EOAC), Silicon Valley Regional
Interoperability Authority (SVRIA), Recycling Waste & Reduction Commission (RWRC),
Redevelopment Dissolution Countywide Oversight Board of Santa Clara County, and Santa Clara
County Measure A (Housing Bond) Independent Citizens’ Oversight Committee.
To form a joint powers authority, a JPA must be approved by the CASCC Board of Directors and
then executed by each Member Agency that wishes to join.
Over the past two years, the CASCC conducted outreach and sought input from City and Town
Attorneys, as well as City Managers. This outreach included circulating the Draft Agreement and
attending meetings. There was extensive feedback and input from the City and Town Attorneys
and City Managers, some of which was incorporated into the Draft Agreement.
On September 14, 2023 the Draft Agreement was considered by the CASCC Board. In response
to various issues raised at the meeting, the CASCC Board directed that the Draft Agreement be
revised to clarify that the JPA would not hire employees and to provide some language permitting
but not requiring the CASCC Board to appoint a working committee composed of professional
staff from the member cities to review new initiatives and provide input to the CASCC Board.
With these changes, the CASCC Board unanimously approved transmittal of the Draft Agreement
to the City and Town Councils of the proposed Member Agencies for their consideration. The
CASCC Executive Board has expressed a goal of finalizing the JPA in November.
ANALYSIS
Development of the proposed JPA Agreement has been led by CASCC’s Executive Board (to be
renamed the Executive Committee with the proposed JPA). Executive Board members have
spent significant time and effort, working with their Executive Director and General Counsel to
draft the agreement, seek input, and respond to feedback to date.
CASCC has incorporated many suggestions into the draft Agreement, and staff appreciates their
effort to address the issues raised. At this point, staff has identified a few remaining issues for
Council to consider in determining whether to request changes from CASCC:
1.Alternatives to a JPA - CASCC has indicated it is seeking to become a JPA to ensure
governmental immunities and decrease liability for member agencies. There are
alternative ways of avoiding liability, such as refraining from hiring employees and
avoiding involvement in initiatives without sufficient management or checks and
balances. Over time, CASCC has also been challenged to maintain financial and
organizational management given limited resource allocation and oversight. At this point,
it is unclear whether the JPA will proceed without Palo Alto participation. If Palo Alto
were to propose that CASCC continue as an unincorporated association, the City would
likely need to be prepared to offer an alternative. Such an alternative could be that cities
provide greater in-kind support such as acting as fiscal agent, and/or providing other
services to assist with the ongoing functions of the organization. This could be referred
to the city managers and city attorneys groups for development.
2.Scope and Purpose – Article 7 of the Draft Agreement outlines activities that the JPA
would be prohibited from engaging in, such as purchasing real property, hiring
employees, and issuing debt. Beyond these specific functions, the language describing
what the JPA can do (Articles 2 and 6) —its purposes and powers —is very broad. Council
may wish to discuss whether these activities should be further limited, either by adding
prohibited activities or by more tightly defining its purposes and powers. This may also
include recommendations on the level of consensus required before the JPA were to
represent positions on issues or undertake new initiatives. For example, whether a simple
majority or supermajority should be required for action.
3.Fiscal Management –
a.Timing and Ability to Provide Budget Input. Article 8 of the Draft Agreement
provides the Board responsibility for developing a budget. However, it does not
specify an opportunity for member agencies to review and provide input to
budget decisions. The Silicon Valley Regional Interoperability Authority (SVRIA),
used as a model for the JPA, established a Working Committee1 consisting of
member agency staff and assigns to the Working Committee responsibility for
ensuring preparation and establishes deadlines for distribution of the budget to
members. This ensures member agencies can provide timely input to the JPA
budget preparation.
b.Cost Allocation Specificity. The Draft Agreement does not specify cost allocations
to Member agencies. While CASCC representatives have indicated no plans to
change current fees and allocations to individual cities, neither the initial dues
structure nor process for future changes are stated. Having clearly defined cost
allocations and a process for changes would provide cities and towns greater
clarity when making decisions about becoming a JPA member.
4.Undertaking New Initiatives/Programs – In Article 15 of the Draft Agreement, the
definition of a significant program assumes the JPA’s ability to determine whether an
activity will require $10,000 or more annually. In response to feedback received, the Draft
Agreement authorizes the Board to appoint a Working Committee to study a significant
activity and provide input to the Board. However, the need to establish a Working
Committee when an opportunity has already been presented would likely be a barrier to
implementation, versus establishing a Working Committee in advance, responsible for
identifying what may constitute a significant program, and advising the Board on issues
that may not initially appear to be significant. In its discussions, CASCC has indicated the
Executive Committee would serve this function in lieu of a Working Committee.
However, given the breadth of powers proposed for the JPA, staff recommends that a
Working Committee comprised of staff from Member agencies be required as advisory to
the Board. Some initiatives can appear no-cost or low cost when first suggested, only later
becoming clear to require significant time and/or funding to implement. A Working
Committee composed of staff would ensure that professional expertise on a range of
topics can support decision-making and help ensure focus of JPA resources.
5.Contract/Contractor Oversight and Performance Review – The contractual professional
services provided by the Executive Director, General Counsel, Auditor, and potentially
other services are described in Article 14. The draft Agreement does not specify,
however, the responsibilities of the Board and Executive Committee for the selection,
performance evaluation, and potential termination of the contractors providing these
services. Absent a member agency staff structure for supporting these duties, this can be
a difficult function for the Board and Executive Committee to perform.
1 https://svria.org/wp-content/uploads/2021/09/JPA-Agreement-SVRIA-5-26-16.pdf
6.Executive Committee Authority – Decisions other than the annual budget are largely left
to the Executive Committee (see Article 11 of the Draft Agreement). This raises that
potential that Executive Committee decisions and activities may not align with the Board.
Overall, staff believes that proceeding with a JPA and addressing the issues above would best be
undertaken with the expectation that Member agencies will need to devote more time to
ensuring appropriate consultation and engagement on CASCC activities and operations.
Staff requests feedback from Council on the above summarized issues, and which among these
issues or others should be communicated to CASCC as requested revisions to the draft
Agreement.
FISCAL/RESOURCE IMPACT
The primary fiscal impacts are related to the future dues structure and cost allocation that would
be associated with the JPA. Since the Draft Agreement does not define this, there is the potential
that future costs may vary from current contributions. The City currently contributes $18,314 to
CASCC annually. The CASCC reported a budget of $293,403 total revenues and $212,159 total
expenses for fiscal year 2024. Future dues will be established after approval of the JPA, and the
CASCC has stated that no changes are anticipated. Long-term costs are unknown.
STAKEHOLDER ENGAGEMENT
The CASCC circulated a Draft Agreement to all City and Town Attorneys in the County for their
review and input and incorporated significant changes into the agreement. The Acting Executive
Director and the General Counsel attended two virtual meetings with most of the Town or City
Attorneys or Assistant City Attorneys on September 14 and September 28, 2022. A separate and
additional meeting was held by the Santa Clara City Attorneys Roundtable on September 16,
2022.
CASCC representatives presented the Draft Agreement at the Santa Clara County City Managers
Association (“SCCCMA”) meeting on October 12, 2022. Following that meeting, the City
Managers submitted a list of 17 questions to CASCC representatives. Due to changes in CASCC
over the last year, including a new General Counsel and the rotation of new City Council Board
representatives, the answers to those questions were not completed until August 2023. These
responses (Attachment B) were then circulated to the SCCCMA members. On August 9, 2023,
CASCC representatives again met with the SCCCMA to discuss the responses to the October 12,
2022 questions, review the Draft Agreement, and receive additional input. Following that
meeting, further edits were made to the Draft Agreement.
On September 14, 2023, the CASCC Board received the updated Draft Agreement that included
edits that responded to comments of the City/Town Attorneys and City Managers. At the
meeting, the CASCC Board received comments from Board members and city managers in
attendance. The CASCC Board directed some additional changes, resulting in the Draft
Agreement now under review.
ENVIRONMENTAL REVIEW
Council consideration of and direction on the Draft Agreement will not cause physical changes to
the environment and does not constitute a ”project” under the California Environmental
Protection Act (CEQA).
ATTACHMENTS
Attachment A: Draft Agreement
Attachment B: City Managers Questions and CASCC Answers
APPROVED BY:
Ed Shikada, City Manager
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JOINT POWERS AGENCY AGREEMENT FOR CITIES ASSOCIATION OF SANTA CLARA COUNTY
This Joint Powers Agreement (“Agreement” or “JPA”) for the Cities Association of Santa Clara
County is entered into by and among the cities (“Members”), which are organized and existing under
the Constitution and laws of the State of California in which public agencies are located in the County
of Santa Clara, and upon approval and full execution of the Agreement, creates the Cities Association
of Santa Clara County Joint Powers Agency (“Agency”).
RECITALS
WHEREAS, Articles 1 and 2, Chapter 5, Division 7, Title 1 of the California Government Code
(Section 6500 et seq.) permit two or more public agencies by agreement to jointly exercise powers
common to the Members; and
WHEREAS, the public agency Members executing this JPA are cities or towns within the
jurisdiction of the County of Santa Clara (“County”); and
WHEREAS, the Cities Association of Santa Clara County has existed as an unincorporated
association since 1990 and desires to formalize the relationship between its City and Town members
and form a Joint Powers Agency in order to carry out activities for the good of all its Members; and
WHEREAS, the Members executing this Agreement, desire to join together to create a separate
Joint Powers Agency for the purpose of promoting cooperation among the Members; advocating for
positive action; enhancing the quality of life for the residents of the County and their individual cities;
and encouraging other joint and cooperative endeavors among the public agencies for their mutual
benefit.
NOW, THEREFORE, the Parties agree to the following:
AGREEMENT
ARTICLE 1 - DEFINITIONS
1.1 “Associate Member” shall mean any non-city local agency, located within jurisdictional
authority of the County of Santa Clara, and shall have duly executed and delivered to the
Agency an Associate Membership Agreement in the form of and as further provided in the
Bylaws of the Agency, as further provided in Article 32 herein.
1.2 “Agency” shall mean the Cities Association of Santa Clara County Joint Powers Agency created
by this Agreement.
1.3 “Board of Directors” or “Board” shall mean the governing body of the Agency.
1.4 “Executive Committee” shall mean the Executive Committee of the Board of Directors of the
Agency.
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1.5 “Fiscal Year” shall mean that period of twelve (12) months which is established by the Board of
Directors or the Bylaws as the fiscal year of the Agency, which shall run from July 1 to June 30 of
each year.
1.6 “Government Code” shall mean the California Government Code, as amended.
1.7 “Joint Powers Law” shall mean Articles 1 and 2, Chapter 5, Division 7, Title 1 (commencing with
Section 6500) of the Government Code, known as the Joint Exercise of Powers Act, as amended.
1.8 “Legislative Body” shall mean the legislative board of each Public Agency that is a Member of
the Agency.
1.9 “Member” shall mean any city which has executed this Agreement and has become a member
of the Agency. The complete list of Members is set forth in Exhibit “A” attached hereto and
incorporated herein by this reference.
1.10 “Parties” shall mean Members or Associate Members who are party to this Agreement.
1.11 “Public Agency” shall mean public agency as defined in Government Code Section 6500, as
amended.
1.12 Unless the context clearly requires otherwise, as used in this Agreement, words of the
masculine, feminine or neutral gender shall be construed to include each other gender, when
appropriate, and words of the singular number shall be construed to include the plural number,
and vice versa, when appropriate. This Agreement and all the terms and provisions herein shall
be construed to effectuate the purposes set forth and to sustain the validity of those purposes.
ARTICLE 2 - CREATION AND PURPOSES
2.1 This Agreement is entered into by the Members in order to:
2.1.1 Review, study, develop consensus positions, and take action on issues of interest to
Members;
2.1.2 Focus on local and regional matters that are important to our future;
2.1.3 Develop a common agenda for Santa Clara County cities;
2.1.4 Serve as a unified voice for Santa Clara County cities in relationship to other agencies,
organizations, and levels of government;
2.1.5 Establish and administer the City Selection Committee pursuant to Government Code
Section 50270 et seq., as amended and make appointments to regional and local bodies
as provided by law;
2.1.6 Serve as a source of education, information, and networking for officials from all cities in
Santa Clara County;
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2.1.7 Provide a forum for non-city individuals, groups and organizations and the private sector
to address items of interest to Santa Clara County cities;
2.1.8 Reduce duplication of effort by sharing information and provide a unified voice and
strong advocacy on legislation and other important issues that affect its Members;
2.1.9 Strengthen the Members’ and Agency’s standing at the regional, State and Federal level;
2.1.10 Strive to respect local control, provide regional perspective, and make a difference to
elevate the quality of life throughout the County;
2.1.11 Provide a forum for discussion and study of problems common to the Members and to
assist in the development and implementation of solutions to such problems;
2.1.12 Provide a method for the Members to collaborate and jointly develop policies that
benefit the region; and
2.1.13 Collaborate in such a way that is efficient, saves the jurisdictions the expense of
individual effort, and creates positive outcomes.
ARTICLE 3 - PARTIES TO AGREEMENT
Each Member, as a Party to this Agreement, intends to and does contract with all other
Members as Parties to this Agreement and, with other Public Agencies as may later be added as Parties
to this Agreement pursuant to the Joint Powers Law. The withdrawal of any party from this Agreement,
pursuant to Article 20, shall not affect this Agreement or the remaining Members’ obligations.
ARTICLE 4 – FORMATION; TERM
This Agreement shall become effective when fully executed and returned to the Agency by at
least eight (8) Members, but only as to those Members that have executed the Agreement. The Agency
shall promptly notify all Members in writing of the effective date. After one full year after the initial
formation of the Agency, should the membership fall below seven (7) Members due to the withdrawal
of Members and the membership level remains at below seven (7) Members for a period of at least
one (1) year and a similar joint powers authority, with the same or similar powers and functions is
formed containing a majority of cities in the County of Santa Clara, the Agency shall change its name
and permit the new organization to take on the name of the Agency. Notwithstanding the name
change, this Agreement shall continue in effect until terminated as provided herein. The termination of
this Agreement with respect to an individual Member upon its withdrawal from membership in the
Agency shall not operate to terminate this Agreement with respect to the remaining Members.
ARTICLE 5 - CREATION OF THE AGENCY
Pursuant to the Joint Powers Law, there is hereby created a public entity, separate and apart
from the Parties hereto, to be known as the “Cities Association of Santa Clara County Joint Powers
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Agency” with powers as are set forth herein. Upon formation of the Agency as described in Article 4,
the Cities Association of Santa Clara County, an unincorporated association shall follow the process of
dissolution and cease to exist.
ARTICLE 6 - POWERS OF THE AGENCY
6.1 Subject to the terms of this agreement, the Agency shall have all of the powers of a public
agency as defined in the Government Code Section 6500 as amended and all additional powers
set forth in the Joint Powers Law and other statutes applicable to the Joint Powers Agency
created hereby and is authorized to do all acts necessary for the exercise of these powers on
behalf of its Members. Powers include, but are not limited to, the following, in the Agency’s
own name:
6.1.1 To make and enter into contracts;
6.1.2 To incur debts, liabilities, and obligations and to encumber personal property;
6.1.3 To acquire, hold, or dispose of personal property, contributions, and donations of
personal property, funds, services, and other forms of assistance from persons, firms,
corporations, and government entities;
6.1.4 To sue and be sued in its own name, and to settle any claim against it;
6.1.5 To receive and use contributions and advances from Members as provided in
Government Code Section 6504, as amended including contributions or advances of
personnel and equipment;
6.1.6 To invest any money in its treasury that is not required for its immediate necessities,
pursuant to Government Code Section 6509.5, as amended;
6.1.7 To acquire, construct, manage, maintain, or operate title to personal property, or rights,
or any interest therein;
6.1.8 To retain the services of agents, contractors, and consultants;
6.1.9 To receive, collect, and disburse monies;
6.1.10 To conduct studies, tests, evaluations, and similar activities;
6.1.11 To contract for services from Members, including in-kind services;
6.1.12 To conduct public outreach and education;
6.1.13 To participate in pilot and demonstration projects;
6.1.14 To charge for services, programs, and/or systems;
6.1.15 To work with elected officials and local, regional, state, and federal agencies, including
other joint powers agencies and unincorporated associations to pursue funding, enter
agreements and otherwise carry out the purposes of the Agency; and
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6.1.16 Subject to this Agreement or the Bylaws of the Agency, and only as authorized by the
Joint Powers Law, to exercise other reasonable and necessary powers in furtherance or
support of any purpose of the Agency.
ARTICLE 7 - RESTRICTIONS ON POWERS
7.1 Pursuant to and to the extent required by Government Code Section 6509, as amended, the
Agency shall be restricted in the exercise of its powers and shall exercise its powers in the same
manner as the Town of Los Gatos is restricted in its exercise of similar powers; provided that, if
the Town of Los Gatos shall cease to be a Member, then the Agency shall be restricted in the
exercise of its power in the same manner as another Member agreed to by the majority of the
Board of Directors. Unless expressly provided for, the Agency does not, by virtue of this Section
or this Agreement, subject itself to the internal policies or ordinances of any Member.
7.2 The Agency shall not have the power of eminent domain.
7.3 The Agency shall not have the power of taxation. The Agency may not impose taxes but may
receive the proceeds of taxes imposed by other entities or public funds from other entities.
7.4 The Agency shall not have the power to acquire, purchase, hold or dispose of real property.
7.5 The Agency shall not have the power to hire employees.
7.6 The Agency shall not have the power to issue debt.
ARTICLE 8 - BOARD OF DIRECTORS
8.1 The Agency shall be governed by the Board of Directors, which shall be composed of one
Director representing each Member. Each Member’s Legislative Body, according to its own
procedures, shall appoint a Member of the Legislative Body as a Director to represent the
Member on the Board of Directors. The Director shall serve at the pleasure of their respective
Legislative Body. The Legislative Body of each Member shall also appoint one alternate Director
(“Alternate”) who shall participate in and vote at any meeting of the Board when the primary
Director is absent. Any vacancy in a Director or Alternate position shall be filled by the
appointing Member’s Legislative Body, subject to the provisions of this Article. Immediately
upon admission of a new Member, the new Member shall be entitled and required to appoint a
Director and one alternate Director. Every Director or Alternate shall be a Council Member or
Mayor of their individual Member city.
8.2 A Director and/or Alternate shall be removed from the Board of Directors upon the occurrence
of any one of the following events: (1) the Agency receives written notice from the appointing
Member of the removal and/or replacement of the Director or Alternate; (2) the withdrawal of
the Member from this Agreement; (3) the death or resignation of the Director or Alternate; (4)
the Agency receives written notice from the Member that the Director or Alternate is no longer
qualified as provided in the first paragraph of this Article 8; or as set forth in Article 21.
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8.3 The Board of Directors shall have the following powers and functions:
8.3.1 Except as otherwise provided in this Agreement, the Board shall exercise all powers and
conduct all business of the Agency, either directly or by delegation to other bodies or
persons;
8.3.2 The Board shall elect an Executive Committee, as provided in Article 11;
8.3.3 The Board shall be the policy setting body of the Agency;
8.3.4 The Board shall appoint or retain the services of necessary agents, consultants, or
independent contractors in accordance with Article 14;
8.3.5 The Board shall cause to be prepared, and shall review, modify as necessary, and adopt
the annual operating budget of the Agency. Adoption of the budget may not be
delegated. The Board shall adopt their budget no later than the first April 30th following
formation and then subsequently by April 30th of each successive year. The Board shall
review, set, and adopt annual dues to be funded by Agency Members;
8.3.6 The Board shall receive, review and act upon periodic reports and audits of the funds of
the Agency, as required under Article 16 of this Agreement;
8.3.7 The Board may adopt policies regarding personnel, conflicts of interest and other
matters necessary or convenient for the efficient operation of the Agency;
8.3.8 The Board shall adopt a set of priorities and work plan for each fiscal year; and
8.3.9 Subject to the terms of this Agreement, the Board shall have such other powers and
duties as are reasonably necessary to carry out the purposes of the Agency.
ARTICLE 9 – MEETINGS OF THE BOARD OF DIRECTORS
9.1 The Board of Directors shall hold at least one regular meeting each year. The Board of Directors
shall fix by resolution, or in the Bylaws, the date, time, and location of each regular meeting.
The Board or Executive Director, in consultation with the President of the Board as provided in
Article 10 below, may call special meetings.
9.2 Each meeting of the Board of Directors, including without limitation, regular, adjourned regular
and special meetings shall be called, noticed, held, and conducted in accordance with the Ralph
M. Brown Act, Government Code Section 54950 et seq., as amended.
9.3 The Agency shall require the Secretary/Treasurer or designee to take and maintain minutes of
all regular, adjourned regular and special meetings. As soon as practicable after each meeting,
the Secretary/Treasurer or designee shall forward to each Board Member, a copy of the
minutes of the meeting.
9.4 A majority of the Members of the Board shall constitute a quorum for the transaction of
business. Unless otherwise required by law, a vote of the majority of a quorum of the members
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present at a meeting is sufficient to take any action, unless otherwise specified in this
Agreement. However, less than a quorum may adjourn the meeting to a future date.
9.5 Each Member of the Board shall have one vote.
ARTICLE 10 - OFFICERS
The Board shall elect as Officers of the Agency President, First Vice President, Second Vice
President, Secretary/Treasurer, and Immediate Past President at its first meeting. Thereafter, except as
may be otherwise provided in the Bylaws of the Agency, the Board shall elect the President, First Vice
President, Second Vice President, Secretary/Treasurer, and Immediate Past President, at the
November Board of Directors meeting, or the first meeting held on or after November 1 of each year.
Of the Officers, the President, and at least two other Officers, must also be members of the Board of
Directors. The remaining Officers may be the elected or appointed Mayor or Council Member of any
Member of the Agency regardless of whether they are on the Board of Directors. Each Officer shall
assume the duties of his or her office upon election. If the President ceases to be a Member of the
Board, the resulting vacancy shall be filled at the next meeting of the Board held after the vacancy
occurs, or at a special meeting of the Board called to fill the vacancy. The President shall preside at and
conduct all meetings of the Board. Should the Board President not be available then the highest-level
Officer, who is a member of the Board of Directors, shall preside. If that individual is unavailable, then
any Director appointed by the President may preside. The Board may appoint other officers as it
considers necessary. The duties of the Secretary/Treasurer are set forth in Articles 16 and 17 of this
Agreement. The Secretary/Treasurer shall be appointed by the Board of Directors and shall be eligible
to serve as Secretary/Treasurer, as provided in the Joint Powers Law.
ARTICLE 11 - EXECUTIVE COMMITTEE
At such time as there are nine Members, the Board shall establish and elect an Executive
Committee of the Board which shall consist solely of three (3) Officers consisting of the President, First
Vice President, and Secretary/Treasurer, which shall exist thereafter. At such time as there are 11
Members, the Board shall establish and elect an Executive Committee of the Board which shall consist
solely of five (5) Officers, with the addition of the Immediate Past President, which shall exist
thereafter. Should the Immediate Past President no longer hold elected office then a Member at Large
may be appointed by the Board to serve on the Executive Committee. The qualifications of the
Member at Large are that they must be an elected or appointed Mayor or Council Member of a
Member of the Agency but need not be on the Board of Directors. The terms of office of the Members
of the Executive Committee shall be one year. The Executive Committee shall conduct the business of
the Agency between meetings of the Board, exercising all those powers as provided for in this Article,
or as otherwise delegated to it by the Board.
The Executive Committee, subject to approval by the Board of Directors, shall exercise all
powers or duties of the Board relating to the entering, approval and execution of agreements, leases,
and other instruments of or relating to the finances of the Joint Powers Agency within the previously
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approved annual budget or amended budget. The Executive Committee may have additional powers
delegated to it by the Board, except for the adoption of the Agency’s annual budget. Any additional
powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive
Committee shall obtain approval from the Board before authorizing or conducting any investigations
into the business of the Agency and before taking personnel action. These actions must be authorized
by a majority vote of the Executive Committee. Each meeting of the Executive Committee shall be
called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code
Section 54950 et seq., as amended.
ARTICLE 12 - COMMITTEES
The Board may establish committees, as it deems appropriate to conduct the business of the
Agency or it may, in the Bylaws or by resolution, delegate this power to the Executive Committee by
Resolution. Members of committees, except as otherwise stated in this Agreement, shall be appointed
by the President. Each committee shall have those duties as determined by whichever Agency body
created it or as otherwise set forth in the Bylaws. Each committee shall meet on the call of its
chairperson and shall report to and be directed by whichever entity created it. No more than one
representative from each jurisdiction shall serve on each committee. Membership of any committee
may consist in whole or in part of persons who are not members of the Board; provided that the Board
may delegate decision-making powers and duties only to a committee, a majority of the members of
which are Board Members. Any committee, except the City Selection Committee, in which a majority
of the members are not Board Members may function only in an advisory capacity. The Legislative
Action Committee shall be a permanent Committee of the Agency chaired by the Second Vice
President and whose members shall be appointed by the Agency Members. Should there be no Second
Vice President, the Legislative Action Committee shall be chaired by the First Vice President. All
standing committees shall abide by the Ralph M. Brown Act, Government Code Section 54950 et seq.,
as amended.
ARTICLE 13 – CITY SELECTION COMMITTEE
The City Selection Committee is established pursuant to State law and the Agency shall
administer the City Selection Committee as follows: The City Selection Committee shall be a permanent
committee of the Agency, consisting of the Mayor of each City or Town, consistent with Government
Code 50270, as amended. The Agency shall allow all cities in the County to participate in the City
Selection Committee, whether or not they are members of the Agency.
ARTICLE 14 – PROFESSIONAL SERVICES
14.1 The Board of Directors may contract with individuals or companies to provide the following
services at the pleasure of the Board of Directors:
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14.1.1 Executive Director. The Board shall contract with a consultant or independent
contractor to fulfill the following duties of an Executive Director: manage the affairs of
the Agency, subject to the general supervision and policy direction of the Board and the
Executive Committee; oversee the day-to-day activities of the Agency; select and
manage the activities of all consultants and independent contractors to the Agency; be
responsible for required filings by the Agency with the State of California; prepare or
delegate the preparation of all meeting notices, minutes, and required documentation
of the Agency; prepare and propose an annual budget; prepare reports and
recommendations for consideration by the Executive Committee or Board; be
responsible for billing and collection of annual dues; maintain the records of the Agency;
assist Local Agencies in the preparation and filing of applications for participation in the
financing programs of the Agency; expedite the processing of these applications; pay all
invoices, taxes and amounts due; and perform other duties as are assigned by the Board
and Executive Committee. The Executive Director may have the authority to sign
agreements, applications, and other documents on behalf the Agency, if authorized by
the Board or Executive Committee. The Executive Director shall have the Authority to
enter into individual Agreements with a single vendor over the course of a fiscal year, on
behalf of the Agency, up to the amount set by the Bylaws.
14.1.2 General Counsel. The Board shall contract with a consultant, independent contractor, or
law firm to fulfill the duties of General Legal Counsel. The General Counsel shall take
direction from the majority of the Board of Directors. The General Counsel shall be a
member in good standing of the California State Bar. The General Counsel shall be
responsible for the legal affairs of the Agency;
14.1.3 Auditor. The Auditor shall be a Certified Public Accountant licensed to practice in the
State of California. The Auditor will conduct annual financial audits of the Agency;
14.1.4 Other services. The Executive Director may hire additional consultants and independent
contractors, as appropriate, based upon a previously approved budget;
14.1.5 The Agency shall not contract with or become a member of the California Public
Employees Retirement System (“PERS”), nor shall any agent, consultant or independent
contractor of the Agency become a member of PERS or be entitled to a pension or
retirement from PERS as a result of service to the Agency; and
14.1.6 The consultants and independent contractors fulfilling the duties of Executive Director,
the Auditor, the General Counsel and any other consultants or independent contractors
who provide services to the Agency shall be compensated in such manner as shall be
approved by the Board and as permitted by applicable law.
ARTICLE 15 - SIGNIFICANT PROGRAMS
If the Board desires to create significant programs or activities which will utilize substantial
resources of the Agency, it shall do so by a vote of the Board. If the Board deems it necessary, it may
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appoint a working committee to study the significant program or activity and provide input to the
Board. Substantial resources and significant program or activity shall be defined as any program or
activity requiring $10,000 or more in annual expenditures; this amount shall be increased by the
annual cost of living CPI index. Any new significant program or activity shall require a work plan and a
two-thirds vote of the Members in order to be initiated. When a new significant program is
intentionally designed to be limited in scope, such that it only provides benefits to particular Members,
the Agency may enter into a specific program or project Agreement that includes relevant terms
regarding the particular affected Members, and any such Agreement shall be approved by the Board
prior to or at the same time as formation of the significant program. These limited scope Agreements
shall be subject to approval by the Board by a two-thirds vote of the Members.
ARTICLE 16 - ACCOUNTS AND RECORDS
16.1 The Agency shall adopt an operating budget pursuant to Section 8.3.5 of Article 8 of this
Agreement.
16.2 The Secretary/Treasurer of the Agency or the Executive Director shall establish and maintain
funds and accounts as may be required by good accounting practices and by the Board. Books
and records of the Agency shall be open to and made available for inspection at all reasonable
times upon request by authorized representatives of the Members.
16.3 The Agency shall adhere to the standard of strict accountability for funds and report all receipts
and disbursements as set forth in the Joint Powers Law.
16.4 Auditor’s Report. The Auditor, within one hundred and twenty (120) days after the close of
each Fiscal Year, shall give a complete written report of all financial activities for the prior Fiscal
Year to the Board.
16.5 The Agency shall either make or contract with a Certified Public Accountant to make an annual
Fiscal Year audit of all accounts and records of the Agency, conforming in all respects with the
requirements of the Joint Powers Law. A report of the audit shall be filed as a public record and
be provided to each of the Members, and with the County Auditor of the County of Santa Clara.
Costs of the audit shall be considered a general expense of the Agency. Any costs of the audit
shall be borne by the Agency and shall be a charge against any unencumbered funds of the
Agency available for this purpose.
ARTICLE 17 - RESPONSIBILITIES FOR FUNDS AND PROPERTY
17.1 The Secretary/Treasurer, or his or her designee, shall have the custody of and disburse the
Agency’s funds. Proceeds of similar obligations of the Agency may be deposited with a trustee,
agent or other depositary and shall not be considered the Agency’s funds for purposes of this
Article. The Secretary/Treasurer may delegate disbursements to persons as may be authorized
by the Board or the Executive Committee to perform that function, subject to the requirements
of Section 17.2 below.
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17.2 The Secretary/Treasurer or designee shall perform all functions then required to be performed
by the Treasurer under the Joint Powers Law. The Secretary/Treasurer shall review the financial
statements and the annual audit of the Agency.
17.3 Pursuant to Government Code Section 6505.1, as amended, the Executive Director, the
Secretary/Treasurer, and other persons as the Board may designate, shall have charge of,
handle, and have access to the property of the Agency. The Agency shall secure and pay for a
fidelity bond or bonds, in an amount or amounts and in a form specified by the Board of
Directors, covering any officers or agents of the Agency who are authorized to hold or disburse
funds of the Agency and any officers or agents who are authorized to have charge of, handle
and have access to property of the Agency.
ARTICLE 18 - MEMBER RESPONSIBILITIES
18.1 Each Member shall have the following responsibilities:
18.1.1 To appoint its Director and Alternate to, or remove its Director and Alternate, from the
Board, as set forth in Article 8;
18.1.2 To consider proposed amendments to this Agreement as set forth in Article 29;
18.1.3 To make contributions in the form of annual membership assessments and fees, if any,
determined by the Board for the purpose of defraying the costs of providing the annual
benefits accruing directly to each party from this Agreement; and
18.1.4 If a Member provides written notice to the Agency of its election to relinquish its status
as a Member, or if a Member fails to be represented at four (4) or more consecutive
regular meetings of the Board of Directors, then that Member may be deemed to be a
suspended Member, with all the rights and duties of an Associate Member, upon action
of the Board of Directors duly adopted. Prior to the suspension, the President shall
contact the Mayor and request that another Council Member be appointed or that
reinstatement for the current Member be requested. The suspension shall be approved
by the Board of Directors. Promptly following that action by the Board of Directors, the
Member may be reinstated by informing the Board of its intent to be reinstated within
thirty (30) days and to attend all future meetings either via the Director or Alternate.
Removal of a Member for failure of the Director to attend meetings shall not relieve the
Member from its obligations under any outstanding agreements relating to the Agency’s
financial obligations, except in accordance with this Agreement.
ARTICLE 19 - NEW MEMBERS
With the approval of the Board, any city located within the County of Santa Clara may become a
party as a Member to this Agreement. A city requesting membership shall apply by presenting to the
Agency, a resolution of the Legislative Body of the City, evidencing its approval of this Agreement. The
date that the applying city will become a Member will be determined by the Board. The Agency shall
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accept new Members upon a majority affirmative vote of the entire Board and upon payment of any
Board determined assessments and fees.
ARTICLE 20 - WITHDRAWAL
A Member may terminate its membership in the Agency at any time upon giving one hundred
and eighty (180) days written notice of withdrawal to the Agency. The notice shall be given to the
Board of Directors. The effective date shall be the conclusion of the first Board Meeting which occurs
after the one hundred and eighty (180) day notice period has passed. Any Member who withdraws
shall remain obligated to pay its share of all debts, liabilities, and obligations incurred or accrued
through the end of the current fiscal year of the Agency. The withdrawal does not in any way impair
any contracts, resolutions, indentures, or other obligations of the Agency then in effect. In the event of
a disagreement between the Agency and the withdrawing Member as to whether the withdrawal shall
cause the impairment of any contracts, resolutions, indentures, or other obligations of the Agency, the
determination shall be made by a majority vote of the Board of Directors. Any Member that withdraws
and later seeks reinstatement to the Agency shall provide funds to the Agency, proportionate to their
responsibility for the current fiscal year, as if the Member had never left the Agency. A withdrawing
Member shall, in all events, remain liable for its proportionate share of: (i) its full amount of its
proportionate share of the adopted fiscal year budget; (ii) any call for funds or assessment levied by
the Agency prior to the date it provides its notice of withdrawal; (iii) any contribution in existence at
the time of the notice of withdrawal.
ARTICLE 21 - REMOVAL
If the Board of Directors determines that reasonable cause exists to remove a Director from the
Board, it can remove the Director and request that the Member who appointed the Director appoint a
new Director. The Board may, by two-thirds majority vote of the entire Board, remove a Member
based on a Member's breach of any material term of this Agreement, and the failure to cure that
breach within sixty (60) days written notice. A terminated Member shall remain liable for any
obligation under this Agreement as described above. Failure to pay dues within 60 days following
notice shall result in a Member becoming suspended with all the rights of an Associate Member. A
suspended Member shall immediately have its voting rights restored upon full payment of dues.
ARTICLE 22 - OBLIGATIONS OF AGENCY
The debts, liabilities, and obligations of the Agency shall not be the debts, liabilities, and
obligations of the Members. Any Member may separately contract for, or assume responsibility for,
specific debts, liabilities, or obligations of the Agency. Nothing in this Agreement shall be interpreted to
limit the applicability of the provisions of Government Code Section 895.6.
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ARTICLE 23 - TERMINATION AND DISTRIBUTION OF ASSETS
This Agreement may be terminated at any time that no financial obligations of the Agency are
outstanding, with the approval of two-thirds of the Members. Upon termination of this Agreement, all
assets of the Agency shall, after payment of all unpaid costs, expenses and charges incurred under this
Agreement, be distributed among the parties to this Agreement, in accordance with the respective
contributions of each of the Parties.
ARTICLE 24 - LIABILITY OF BOARD OF DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS
24.1 The Members of the Board of Directors, Officers, and Committee Members of the Agency shall
use ordinary care and reasonable diligence in the exercise of their powers and in the
performance of their duties pursuant to this Agreement. They shall not be individually liable for
any mistake of judgment, or any other action made, taken, or omitted by them in good faith,
nor for any act or omission by any agent, consultant or independent contractor selected with
reasonable care, nor for loss incurred, resulting from any action made, taken, or omitted by
them in good faith and with reasonable care through investment of Agency funds, or failure to
invest.
24.2 No Director, Officer, or Committee Member shall be responsible for any act or omission of any
other Director, Officer, or Committee Member. Unless otherwise required by law, no Director,
Officer, or Committee Member shall be required to give a bond or other security to guarantee
the faithful performance of his or her duties pursuant to this Agreement.
24.3 The funds of the Agency shall be used to defend, indemnify, and hold harmless the Agency for
any Director, Officer, or Committee Member, for their actions taken within the scope of the
Agency. Nothing herein shall limit the right of the Agency to purchase insurance to provide
coverage for these types of losses.
24.4 These indemnification and defense obligations shall survive the termination of the Agreement
as to any acts or omissions occurring before such termination.
ARTICLE 25 - INDEMNIFICATION
To the fullest extent allowed by law, the Agency shall defend, indemnify, and save harmless the
Members and their governing bodies, officers, agents and employees from all claims, losses, damages,
costs, injury, and liability of every kind, nature, and description directly or indirectly arising from the
performance of any of the activities of the Agency or the activities undertaken pursuant to this
Agreement.
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ARTICLE 26 - BYLAWS
The Board shall adopt Bylaws consistent with this Agreement which shall provide for the
administration and management of the Agency. The provisions of the Bylaws, as modified from time to
time, shall establish the operating procedures and standards for the Agency.
ARTICLE 27 - NOTICES
The Agency shall address notices, billings, and other communications to a Member as directed
by that Member. Each Member shall provide the Agency with the email and physical address to which
communications are to be sent. Members shall address notices and other communications to the
Agency, at the office address of the Agency, or the email address of the Agency as directed by the
Member and as set forth in the Bylaws.
ARTICLE 28 - CODES
The Agency shall adopt and observe a Code of Conduct and Conflict of Interest Policy. The
Agency shall comply with all requirements of the Fair Political Practices Commission as required by law
or regulation.
ARTICLE 29 - AMENDMENT
This Agreement may be amended at any time by vote of the Members, acting through their
Legislative Bodies. Any amendment of this Agreement shall become effective upon receipt by the
Agency of notice of the approval of the amendment by two thirds of the Legislative Bodies of the
Members.
ARTICLE 30 - SEVERABILITY
Should any portion, term, condition, or provision of this Agreement be decided by a court of
competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise
rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and
provisions shall not be affected.
ARTICLE 31 - PROHIBITION AGAINST ASSIGNMENT
No Member may assign any right, claim, or interest it may have under this Agreement, and no
creditor, assignee or third-party beneficiary of any Member shall have any right, claim, or title to any
part, share, interest, fund, or asset of the Agency. This Agreement shall be binding upon and shall inure
to the benefit of successors of the Members. This Agreement is intended solely for the benefit of the
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Agency and its Members. No third party shall be deemed a beneficiary of this Agreement or have any
rights against the Agency or its Members.
ARTICLE 32 - ASSOCIATE MEMBERS
Any Public Agency located within the jurisdictional authority of the County of Santa Clara may,
with the approval of the Board of Directors, become an Associate Member of the Agency by executing
and delivering to the Agency an Associate Membership Agreement and providing an Associate
Membership fee and as further provided in the Bylaws. An Associate Member shall not be entitled to
representation on the Board of Directors, or to vote on any matter coming before the Board of
Directors or the Agency, unless a separate written agreement is entered into between the Associate
Member and the Agency.
ARTICLE 33 - LIBERAL CONSTRUCTION
The provisions of this Agreement shall be liberally construed as necessary or reasonably
convenient to achieve the purposes of the Agency.
ARTICLE 34 - NON-WAIVER
No waiver of the breach of default of any of the covenants, agreements, restrictions, or
conditions of this Agreement by any Member shall be construed to be a waiver of any succeeding
breach of the same or other covenants, restrictions, or conditions of this Agreement. No delay or
omission of exercising any right, power, or remedy in the event of a breach or default shall be
construed as a waiver or a variation of any of the terms of this Agreement or any applicable
agreement.
ARTICLE 35 - REMEDIES FOR BREACH
If any Member shall default on any obligation contained in this Agreement, the default shall not
excuse any other Member from fulfilling its respective obligations under this Agreement. Any Member
shall be entitled to pursue all legal and equitable remedies against another Member in response to any
alleged default under this Agreement. Any and all of the remedies provided to the Members,
hereunder or by law now or hereafter enacted, are cumulative and the exercise of one right or remedy
shall not impair the Members to any other remedy.
ARTICLE 36 - ARTICLE HEADINGS
All article headings are for reference only and are not intended to define or limit the scope of
any provision of this Agreement.
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ARTICLE 37 - DISPUTE RESOLUTION
37.1 The Members agree that any dispute regarding the enforcement or interpretation of any term,
covenant, or condition of this Agreement (“Dispute”) may first, for a period of not less than
thirty (30) days, be submitted to mediation before a mutually acceptable mediator prior to
initiation of litigation, or any other binding arbitration or adjudicative dispute resolution
process. The Members shall: (i) mediate in good faith; (ii) exchange all documents which each
believes to be relevant and material to the issue(s) in the Dispute; (iii) exchange written
position papers stating their position on the Dispute and outlining the subject matter and
substance of the anticipated testimony of persons having personal knowledge of the facts
underlying the Dispute; and (iv) engage and cooperate in such further discovery as the
Members agree or mediator suggests may be necessary to facilitate effective mediation.
37.2 Each Member shall bear its own costs, attorney’s fees, and expenses of the mediation. Venue of
the mediation shall be a mutually agreeable city within Santa Clara County, California.
ARTICLE 38 – INSURANCE
If available, the Agency shall obtain insurance for all Members, appointed Members, and
Committee Members, including, but not limited to, Directors and Officers liability insurance and
general liability insurance containing policy limits in such amounts as the Board of Directors shall deem
will be necessary to adequately insure against the risks of liability that may be incurred by the Agency.
Insurance under this provision may include an insurance pool program.
ARTICLE 39 - FILING WITH SECRETARY OF STATE
The Executive Director of the Agency shall file a notice of this Agreement with the office of the
California Secretary of State within thirty (30) days of its effective date, as required by Government
Code Section 6503.5, as amended and within seventy (70) days of its effective date as required by
Government Code Section 53051, as amended.
ARTICLE 40 - COUNTERPARTS
This Agreement may be executed in parts or counterparts, each part or counterpart being an
exact duplicate of all other parts or counterparts, and all parts or counterparts shall be considered as
constituting one complete original and may be attached together when executed by the Members
hereto. Facsimile and electronic signatures shall be binding.
ARTICLE 41 - AGREEMENT COMPLETE
This Agreement constitutes the full and complete Agreement of the parties and supersedes any
prior written Agreement between the Members on the same topic.
Answers to City Managers Questions re: Cities Association of Santa Clara County (“CASCC”)
and Proposed Joint Powers Authority (“JPA”)
August 7, 2023
GENERAL
Question #1. a.: What do we want this organization to be?
Answer #1. a.: The goals and purposes of the organization will not change. Here are the
stated goals of the CASCC:
• To review, study, develop consensus positions, and recommend on issues of interest to
Santa Clara County cities;
• To develop a common agenda for Santa Clara County cities;
• To serve as a unified voice for Santa Clara County cities in relationship to other agencies,
organizations, and levels of government, including the Peninsula Division of the League
of California Cities;
• To serve as the City Selection Committee pursuant to Government Code section 50270
et seq. and make appointments to regional and local bodies as provided by law;
• To assist in the development of state-wide legislative policy through the structure of the
League of California Cities;
• To serve as a source of education, information, and networking for officials from all
cities in Santa Clara County;
• To provide a forum for non-city individuals, groups and organizations, and the private
sector to address items of interest to Santa Clara County cities.
And here are the stated purposes of the proposed JPA:
1. Review, study, develop consensus positions, and take action on issues of interest to
Members;
2. Focus on local and regional matters that are important to our future;
3. Develop a common agenda for Santa Clara County cities;
4. Serve as a unified voice for Santa Clara County cities in relationship to other agencies,
organizations, and levels of government;
5. Establishthe City Selection Committee pursuant to Government Code Section 50270 et
seq., as amended and make appointments to regional and local bodies as provided by
law;
6. Serve as a source of education, information, and networking for officials from all cities in
Santa Clara County;
7. Provide a forum for non-city individuals, groups and organizations and the private sector
to address items of interest to Santa Clara County cities;
8. Reduce duplication of effort by sharing information and provide a unified voice and
strong advocacy on legislation and other important issues that affect its Members;
9. Strengthen the Members’ and Agency’s standing at the regional, State and Federal level;
10. Strive to respect local control, provide regional perspective, and make a difference to
elevate the quality of life throughout the County;
ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
2
11. Provide a forum for discussion and study of problems common to the Members and to
assist in the development and implementation of solutions to such problems;
12. Provide a method for the Members to collaborate and jointly develop policies that
benefit the region; and
13. Collaborate in such a way that is efficient, saves the jurisdictions the expense of
individual effort, and creates positive outcomes.
Question #1. b.: What are the goals in forming this separate JPA as opposed to something less
structured?
Answer #1. b.: Currently, the CASCC is an unincorporated association under the California
Corporations Code. Since its creation, the member agencies have executed some agreements to
provide a bit more structure to the association. In 1990, the CASCC’s member cities also
entered into an agreement governing the operation of the organization, later amended on June
30, 1995. A copy of that Agreement is attached. As authorized by this Agreement, the CASCC
has also adopted bylaws, available on the organization’s website. The existing Agreements set
forth a structure that is similar to what a Joint Powers Agreement would establish for a JPA.
If the Cities Association becomes a JPA, neither the purpose nor the budget process would
change. However, the JPA structure addresses concerns that have been raised about the CASCC
such as liability and insurance. The JPA would have access to insurance that is not currently
available. Governmental immunities would apply to the JPA that do not apply to an
unincorporated association. A JPA would also clarify the tax status of the organization. The
governance and organizational structure are also familiar to the members.
Question #1. c. How is forming the JPA furthering those goals.
Answer #1. c.: The most effective CASCC is one that is permanent, has governmental
immunities to liabilities and employs an organizational structure that is both equitable and
highly functional. Also, it will insulate the individual city/town members from future individual
liability that an unincorporated association would arguably not do. The CASCC has
accomplished much in the past and can accomplish many of the same programs and should the
Board of Directors wish to, additional tasks with the new, permanent structure. In addition, the
formation of a JPA eliminates potential tax issues as governmental entities are generally not
subject to federal and State tax-related requirements.
Question #2: Are there better organizational forms such as public benefits corporation or
nonprofit organization?
CASCC previously considered both a 501 (c) (4) non-profit social welfare organization and a JPA.
In 2020, the Board of Directors chose to pursue a JPA based on factors, such as the time and
cost of forming the new entity and the compatibility of the JPA structure and membership of
ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
3
the association. Considering the events that have transpired since the Board of Directors made
the decision in 2020, we are even more convinced the JPA structure is best suited to the needs
of the CASCC for the reasons stated above and the fact that the CASCC members are elected
Council members appointed by their respective agencies and the CASCC administers the Cities
Selection Committee.
Question #3: What models/example joint powers agreements were used to develop the
proposed CASCC JPA?
Answer #3: The proposed JPA was developed by the two prior General Counsels, including
Gary Baum, and he utilized the following examples: Silicon Valley Regional Interoperability
Authority JPA (click on JPA document link) https://svria.org/resources/documents/
Silicon Valley Animal Control Authority JPA (click on JPA link)
https://www.svaca.com/about-us
Question #4: What issues, structural or otherwise, is the association facing that can only or
uniquely be solved by the formation of a JPA?
The JPA would provide a governmental structure for the CASCC. As a JPA, the CASCC would
have governmental immunities and the liability of its members would be clarified. The JPA
would have also access to some risk pools that insure governmental entities. The JPA structure
itself would create a backbone of organization by clearing setting forth the scope of the JPA’s
authority.
See answer to Question 1c above.
Question #5: Are there examples of issues that the JPA can address, particularly that cannot
be accomplished through a less formal structure?
See answers to Questions #3 and #4.
Collaboration amongst our cities is one of the key advantages of the CASCC, which helps to
strengthen our region. It is noteworthy, that in a county as populous and diverse as Santa Clara
County, our cities have been able to come together and have some notable successes that
could only have happened through CASCC. For example, the work of the CASCC during the
COVID-19 pandemic resulted in a stronger partnership with our County, paving the way for
greater trust and collaboration in the future. In recognition of their hard work, the CASCC was
awarded the President’s Medal for Exemplary Service During the COVID-19 Pandemic by the
SCC Board of Supervisors. Also, our cities collectively implemented ordinances to ban single-use
plastic bags in each of our cities. Perhaps one of the most timely advantages of the CASCC and
JPA membership would be the ability to apply for regional and statewide grants, such as the
ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
4
multi-year Reagional Early Action Planning (REAP) Grant from ABAG. CASCC contracts
with Community Planning Collaborative to lead this effort. Currently, all of our cities benefit
from the technical assistance provided by the Planning Collaborative. Formed in October of
2019, the Santa Clara County Planning Collaborative is a shared effort among the county's
jurisdictions to help address the region's housing challenges. The jurisdictions, by working
together collaboratively, save money, time, and resources by sharing information and
capacity; maintain & facilitate relationships with non-profits, affordable housing advocates,
and key governmental organizations.
For cities that are part of the JPA, they would be able to participate in sessions with legislators
and other councilmembers to benchmark and share ideas. They would also have the
opportunity to vote and advocate on issues together with their fellow cities. During COVID,
different groups were able to reach out to the Cities Association knowing they would be able to
reach all 15 cities. Also, having a group with all 15 cities participating would complement the
SCC City Managers and City Attorneys groups.
Question #6: The primary purpose or goal of the formation described today (10/12/22),
was for all cities to continue to participate. If that is the case will the final document be
able to be ratified without each of the cities consenting?
The CASCC functions best when all cities and towns within the County are members. Each of
the individual Council members who serve on the CASCC board will present the JPA to their
respective agencies for approval with the goal of having all the current members cities and
towns participate in the JPA. It is important to note that all cities and towns would continue to
participate in the City Selection Committee (CSC) even if they are not members of the JPA.
Government Code Section 50270 designates the mayors of all cities and towns within the
County to serve on the CSC. The purpose of the CSC is to appoint city representatives to boards,
commissions, and agencies as required by law. In Santa Clara County, CASCC houses the CSC
and takes responsibility for all the administrative tasks related to the CSC.
While it is the goal of the CASCC and the JPA process that all cities and towns become
members, the JPA is drafted so that it becomes effective once eight members join. Should the
number of members fall below 7 then Article 4 of the JPA would apply:
After one full year after the initial formation of the Agency,
should the membership fall below seven (7) Members due to the
withdrawal of Members and the membership level remains at
below seven (7) Members for a period of at least one (1) year and
a similar JPA, with the same or similar powers and functions is
formed containing a majority of cities in the County of Santa
Clara, the Agency shall change its name and permit the new
organization to take on the name of the Agency. Notwithstanding
ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
5
the name change, this Agreement shall continue in effect until
terminated as provided herein. The termination of this Agreement
with respect to an individual Member upon its withdrawal from
membership in the Agency shall not operate to terminate this
Agreement with respect to the remaining Members.
Note, this provision was added at the request of the City/Town Attorneys all of which provided
input into the final draft of the JPA.
FISCAL MANAGEMENT
Question #1: How will member agencies be able to review proposed annual budget and
proposed assessments in advance of adoption by the JPA board?
Answer: #1: Like the process set forth in the bylaws and the process followed by the SVRIA,
section 8.3.5 of the JPA requires the Board of Directors to adopt its budget by April 30 of each
year. This process is designed to ensure that city/town members can consider and incorporate
any increase or decrease in their dues into their budget planning before they are required to
adopt their own budgets. Only the Board of Directors may adopt the budget at a publicly
noticed meeting, the Executive Committee may not adopt the budget. Notice of proposed
budget figures will be sent to the City Managers in advance of any budget adoption meeting. If
April 30 is too late for city/town budget planning, an alternative date of March 30 could be
considered.
Question #2: Is it assumed that the dues structure/formula will be determined after approval
of the JPA, or will this be established in advance of approval?
Answer: #2: While the dues will be established after approval of the JPA, no significant
increases are anticipated. The adoption of any dues structure or formula would need to be
considered as part of the annual budget process. The dues’ structure and related provisions will
be incorporated into the bylaws for the JPA. The CASCC will share information regarding its
proposed budget and dues as soon as possible in each budget cycle, and will share with its
member cities and towns, their elected officials, and city managers in a transparent manner.
The goal is to submit next year’s fiscal year budget, with the final Joint Powers Agreement, in
December 2023.
Question #3: How will the JPA address disagreements on the dues structure, particularly if dues
will increase with a JPA?
Answer #3: It is neither assumed nor anticipated that the dues will increase because of the
change in organizational structure. It is anticipated that annual dues will increase to reflect cost
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of living increases. As set forth in the current bylaws, the Board adopts a budget every year in
the same timeline as its member agencies and a majority vote is required to adopt a budget.
Question #4: Has the association considered CalPERS costs in a potential JPA?
Answer#4: Yes, CASCC has considered this matter. CASSC obtains services from independent
contractors and does not have employees. CalPERS membership is not mandatory for a JPA.
The JPA has been drafted to address this issue and specifically states the JPA will not contract
with CalPERS. See JPA provision 14.1.5:
14.1.5 The Agency shall not contract with or become a member of the California
Public Employees Retirement System (“PERS”), nor shall any employee of the Agency
become a member of PERS or be entitled to a pension or retirement from PERS because
of service to the Agency; and
In addition, the following change will be made to the JPA to address the issue:
14.1.6 The Agency shall not contract with or provide any pension to any
employee of the Agency, nor shall any employee of the Agency be entitled to a pension or
retirement Benefits, aside from Social Security as a result of service to the Agency.
Question #5: What is the extent of the Dissolution Plan and Tax Liability and who will be
responsible?
Answer #5: The Dissolution Plan for CASCC has been discussed by the City/Town Attorney’s
group and researched by a few of its members. A consensus on the approach to dissolution has
been reached with the City/Town Attorney’s Group. Article 5 of the JPA it states: “Upon
formation of the Agency as described in Article 4, the Cities Association of Santa Clara County,
an unincorporated association shall follow the process of dissolution and cease to exist.” The
CASCC will follow the procedure for dissolution set forth in California Corporations Code Section
18410. Upon approval of the JPA by eight Members, the current CASCC Board of Directors will
pass a resolution following the Corporations Code procedure and transfer the assets and
liabilities of CASCC. The City/Town Attorneys discussed the possibility of only transferring the
assets and not the liabilities of CASCC. However, the consensus of this group was that this
approach may be rejected by the courts so that path is not recommended and will not be
followed.
PERSONNEL MANAGEMENT
Question #1: Who is responsible for evaluating the performance of the Executive Director,
and taking any associated personnel action?
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Statement #1: Difficult personnel issues can occur in any organization. It is in everyone’s
interest to establish a structure for handling such issues in advance of actual situations.
Response to Statement #1: Agreed.
Answer#1: The Executive Director provides services to CASCC as an independent contractor.
Only a majority of the Board of Directors may take action regarding the contract of the
Executive Director or any performance evaluation process. The JPA will be modified to clarify
this issue.
Just to reiterate from Question 4 above, all services provided to CASCC will be through
independent contractors, not salaried employees.
DECISIONMAKING
Question #1: How will the JPA determine whether to pursue new initiatives, such as grants,
that may not clearly exceed the $50,000 Significant Programs threshold? How will the JPA
determine its ability to perform its associated responsibilities?
Answer #1: The JPA at Article 15 Substantial Programs states:
If the Board desires to create significant programs or activities
which will utilize substantial resources of the Agency, it shall do so
by a vote of the Board. Substantial resources and significant
program or activity shall be defined as any program or activity
requiring $50,000 or more in annual expenditures, this amount
shall be increased by the annual cost of living CPI index. Any new
significant program or activity shall require a work plan and a two-
thirds vote of the Members in order to be initiated. When a new
significant program is intentionally designed to be limited in
scope, such that it only provides benefits to particular Members,
the Agency may enter into specific program or project Agreement
that includes relevant terms, by the particular affected Members
and any such Agreement shall be approved by the Board prior to
or at the same time as formation of the significant program. These
Agreements shall be subject to approval by the Board of Directors
by a two-thirds vote of the Members.
First and foremost, the JPA’s programs and activities will be limited to its available budget. If a
new initiative or grant becomes available, the Board would discuss the level of interest at a
public meeting and whether it should pursue it.
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Second, the CASCC also intends to amend this JPA provision to define a Substantial Program as
as any program or activity requiring $10,000 or more (subject to CPI adjustments) - rather than
$50,000 or more - in annual expenditures, in order to exercise greater fiscal oversight.
Statement #1: For example, the SVRIA JPA establishes a Working Committee with specified
composition, that is responsible for recommending a budget, accepting grants, and awarding
contracts, as well as recommending an Executive Director.
Response to Statement #1: The Executive Committee performs a similar role to that of SVRIA’s
Working Committee, but its powers have been limited based upon input from the City
Managers and City/Town Attorneys. Should the CASCC Board of Directors wish to create a new
committee, such as the Working Committee with significant powers, the concept, scope,
staffing and resources implications would need to be considered by the Board of Directors.
While SVRIA is a JPA model that was considered in the formation of the CASCC JPA, it should be
noted that SVRIA’s annual budget exceeds $5 million (for FY 23 and beyond). By comparison,
the CASCC annual budget is currently under $300K. Currently, it is sufficient for the Executive
Committee to perform some, not all, functions of the SVRIA Working Committee. At some point
in the future, the CASCC Board of Directors may consider formation of a Working Committee,
and may choose to do so with input from the City Managers and/or the City Attorneys.
Question #2: How will the JPA determine its position and activities related to legislative
advocacy? How will individual Director’s responsibility to the JPA be reconciled with
positions of their respective agencies?
Answer #2:
Role of the Legislative Action Committee (“LAC”)
LAC advocates on behalf of all 15 cities on issues of mutual interest, provides legislative updates
to cities, and organizes emergency responses to urgent issues. LAC acts as the convening body
for all 15 cities to discuss and take positions on legislative bills, and local and state measures
(“Bills/Measures”). The LAC meetings allow for collaboration, advocacy, and education. It
allows the cities to delve into an issue and discuss how the issue may affect their cities. LAC is
also guided by the Legislative Guiding Principles and the Housing Position Paper, which were
both adopted by the Cities Association Board and aim to be representative of all 15 cities.
Benefit to cities from LAC
Cities benefit from the LAC in many ways. An organization consisting of 15 cities with over 1.9
million residents has a louder and more impactful and effective voice compared to each city
advocating on its own behalf, especially smaller cities. Legislators have said repeatedly that
they pay attention to the positions taken by the Cities Association. Legislators and local groups
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seek the Cities Association’s endorsement because they understand the importance and
influence of an endorsement from the Cities Association.
LAC also provides an opportunity for legislators to present an idea for a potential Bill/Measure
and solicit feedback on how such a Bill/Measure may impact cities, or what provisions would
cities support/oppose. This is also a great opportunity for Cities to weigh in and give feedback
to help shape a bill before it moves forward. Legislators/groups have also shared that it is
much easier for them to come to Cities Association and reach all 15 cities at the same time than
try to reach each Council individually. For many of the presentations, the legislators will
attend the LAC meeting, which gives the cities face to face time with legislators.
Another benefit is LAC provides a forum for cities to learn from each other, hear different
perspectives, and better understand the potential impact of a Bill/Measure. Often, this results
in the cities being better informed on the pressing issues happening at the state and local
levels.
Decision-making process for LAC
The LAC agenda normally consists of (1) an educational item whereby a legislator or group
presents on a potential or new Bill/Measure, the intent being to educate and answer any
questions representatives may have, or (2) a few Bills/Measures for discussion and action, to
recommend a position to the Cities Association Board. It is the Board that makes the final
decision on the Cities Association’s position on a particular Bill/Measure. Some cities have the
same Councilmember serve on LAC and the Board, while others will have different
Councilmembers serve on each body. Therefore, although the discussion and presentation at
the Board level is not as in depth as the LAC meeting, sometimes the discussion and vote at the
Board level are different from what happened at the LAC meeting.
LAC’s recommendation to the Board is based on what majority of the cities support. The
practice is for the LAC Chair to communicate the recommended position to the full Board and
include the minority position(s) or any concerns expressed during the discussion at the LAC
meeting.
One of the ways the CASCC communicates its position on a particular Bill/Measure is to send a
letter to the applicable body. In recent years, the CASCC has made an effort to include the
concerns of the “minority position” in the letter, and advocate that certain bills carve out an
exemption for smaller cities, recognizing that all 15 cities are unique, diverse and range from
populations of a few thousand to one million people.
Every city has its own approach to how it votes on a Bill/Measure at a LAC meeting. Some cities
will only vote on a Bill/Measure if their full Council has taken a position on the particular item.
Other cities will vote on the item if it aligns with a position taken on a similar issue by its
Council. If an item is not controversial like housing, then most cities will vote on the item, even
if their full Councils have not considered the item.
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How to make LAC even better
The CASCC Executive Committee has continued to identify ways to improve LAC because of the
value it provides to the cities. Here are some things we are already considering, and we
welcome any suggestions you may have:
-Need staff support to be better prepared for LAC meetings. This work can be time consuming
as it requires analyzing bills, researching the support and oppose positions and legislative
history, and tracking the status of the Bill/Measure. To date, this work has fallen to the LAC
Chair, CASCC Executive Director, and/or the Board President’s staff. If cities, like San Jose, are
willing to share their legislative staff with the CASCC, at no cost, it is worth exploring, provided
the work is objective and does not reflect the position of that city.
-Continue to do a better job of including the minority voices in our advocacy and any unique
impacts to smaller cities.
-Provide a LAC calendar at the beginning of the year that gives dates when LAC will be
considering certain bills to give cities an opportunity to have their Councils take a position on
the bill before it goes to LAC.
-Have cities suggest bills they want LAC to consider.
-Continue to have the Board members report back to their Councils and City Managers on the
impactful and valuable work the CASCC is doing.
Question #3: How does the organization work if/when not all cities join? If not all or enough
members join, how does the association act as the appointing body for various regional
commissions.
Answer #3: The Agency will be formed once eight cities/towns approve the JPA (See JPA Article
8). The participating members would meet and operate as a JPA. Given Government Code
provisions governing the CSC, all cities are permitted to participate in these Committee
meetings and the appointment process even if they are not members of the JPA (See JPA Article
13). The JPA would continue to administer the CSC.
At the request of the City/Town Attorneys provisions were added to Article 8 that after one
year of formation should membership fall to less than seven members for a period of one year
that the Agency is required to release the CASCC name to a new JPA should one be formed. On
a related note, the Executive Committee is not activated until there are nine members, and it
will then consist of three members, in order to address any potential ties in voting. If the JPA
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has eleven or more members, the Executive Committee would then consist of five members
(See JPA Article 11). The CASCC intends to amend JPA Article 11 to capture this approach.
For cities that are part of the JPA, they would be able to participate in sessions with legislators
and other councilmembers to benchmark and share ideas. They would also have the
opportunity to vote and advocate on issues together with their fellow cities. During COVID,
different groups were able to reach out to the Cities Association knowing they would be able to
reach all 15 cities. Also, having a group with all 15 cities participating would complement the
SCC City Managers and City Attorneys groups.
Question #4: Does the proposed power of the executive committee have the potential to
allow the executive board to make decisions at the expense of some or all of the members?
Answer #4: The proposed JPA has been drafted to address concerns regarding the authority of
the Executive Committee (formerly known as the “Executive Board”). Additional changes will
be made to the JPA to clarify that the Executive Committee cannot make personnel decisions
and that new powers can only be vested in the Executive Committee following a vote of the
Board of Directors on the issue. The Executive Committee will not have the authority to make
personnel decisions or decisions related to the contract for the Executive Director.
The JPA currently reads as follows: at Article 11: “The Executive Committee may have additional
powers delegated to it by the Board, except for the adoption of the Agency’s annual budget.
Any additional powers and duties delegated shall be specified in a Resolution adopted by the
Board. The Executive Committee shall provide notice to the Board before authorizing or
conducting any investigations into the business of the Agency and before taking personnel
action. These actions must be authorized by a majority vote of the Executive Committee.”
The reference to personnel action will be removed and the Executive Committee will be
prohibited from taking any personnel actions.
Question #5 What is a situation where the association would need to issue debt, purchase
land, or hire or terminate multiple employees?
Answer#5: The provisions authorizing the JPA to issue debt or purchase land will be removed.
It is unknown whether the Agency would ever need to hire or terminate an employee, but
those decisions would be made by the Board of Directors and memorialized in a budget
adopted by the Board of Directors, not the Executive Committee. (See answer to PERSONNEL
MANAGEMENT #1)
Proposed Joint Powers Agency (JPA) Agreement for Cities Association of Santa Clara County (CASCC)
Discussion to Provide
Feedback to CASCC
OCTOBER 16, 2023 www.cityofpaloalto.org
TITLE 40 FONT BOLD
Subtitle 32 font
OCTOBER 16, 2023
•Discussion and potential direction to provide feedback to the Cities Association of
Santa Clara County (CASCC) on the proposed Joint Powers Agency (JPA) Agreement
for CASCC
•Should Council propose changes to the Agreement, staff and Mayor Kou (as the
City’s representative on CASCC) will convey to CASCC; which may consider revising
the Agreement in response to this feedback, and the final Agreement will be
brought back to Council for consideration.
PURPOSE
2
TITLE 40 FONT BOLD
Subtitle 32 font
OCTOBER 16, 2023
•Improve cooperation on issues of common interest
•Maintain the functions and purposes of the Inter-City Council, the Santa Clara County Mayors
Conference, and the City Selection Committee for Santa Clara County
•The City Selection Committee will continue irrespective of a JPA, and appoints members to a variety
of regional boards including:
•Airport Land Use Commission,
•the Association of Bay Area Governments (ABAG),
•ABAG Regional Planning Committee,
•Bay Area Air Quality Management District (BAAQMD),
•Sourcewise, the Local Agency Formation Commission (LAFCO),
•Metropolitan Transportation Commission (MTC),
•Santa Clara County Local Board CAL-ID-RAN,
•Santa Clara County Emergency Operational Area Council (EOAC),
•Silicon Valley Regional Interoperability Authority (SVRIA),
•Recycling Waste & Reduction Commission (RWRC),
•Redevelopment Dissolution Countywide Oversight Board of Santa Clara County, and
•Santa Clara County Measure A (Housing Bond) Independent Citizens’ Oversight Committee.
What is the CASCC?
3
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Subtitle 32 font
OCTOBER 16, 2023
•CASCC Executive Committee & contract staff state JPA will increase clarity of tax
status and governmental immunity and limit liability of member agencies
•Draft circulated to City/Town Attorneys and City/Town Managers for feedback
•Draft agreement incorporated comments and changes in response to feedback,
however there are issues remaining for council to consider
OVERVIEW
4
5
ANALYSIS | Alternatives to a JPA
•Identify alternative ways to avoid liability, for example:
o Refrain from hiring employees
o Avoid involvement in initiatives without sufficient
management or checks & balances
•Offer City support, for example:
o Act as fiscal agent
o Provide in-kind services
6
ANALYSIS | Scope and Purpose
•Consider narrowing language describing JPA scope and
purpose, for example:
o More tightly define purposes and powers in Articles 2
and 6
o Adding prohibited activities to Article 7
o Indicating level of consensus required (e.g., simple
majority or supermajority)
7
ANALYSIS | Fiscal Management
•Ensure member agencies can provide timely input to
budget preparation, for example:
o Establish a Working Committee consisting of member
agency staff and assign it responsibility for ensuring
preparation and stated deadlines for budget distribution
to members
•Specify cost allocation, for example:
o Clearly define cost allocations and process for changes
8
ANALYSIS | Significant Programs
•Appoint and establish a Working Committee to proactively
identify what may constitute a significant program and
advise Board on issues which may not at first appear to be
significant
9
ANALYSIS | Contract/Contractor Oversight
•Address responsibilities for selection, performance
evaluation and potential termination of contractors, for
example:
o Specify responsibility of Board and Executive Committee
or
o Create a member agency staff structure for supporting
these duties.
10
ANALYSIS | Executive Committee Authority
•Address the potential that Executive Committee decisions
and activities may not align with Board overall—decisions
other than annual budget largely left in Executive
Committee hands
11
City Council discussion is recommended, as
well as potential direction, to provide
feedback to CASCC regarding the proposed
JPA Agreement for CASCC
Recommendation
CITY OF
PALO
ALTO