HomeMy WebLinkAboutAgenda - 06-20-2023; 8-l - Orange County Transit Governance 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: June 20, 2023
Action Agenda
Item No. 8-1
SUBJECT: Orange County Transit Governance
DEPARTMENT: Orange County Transportation Services (OCTS)
ATTACHMENT(S): INFORMATION CONTACT:
1. Comprehensive Participation Nishith Trivedi, Transportation Director,
Agreements 919-245-2007
2. Financial Policies & Procedures Adam Howell, AICP, Atkins Global, 704-
3. Work Program Amendment Policy 665-4423
4. Staff Working Group (SWG) Bylaws
& Operating Procedures
PURPOSE: To consider adoption of the four elements for each of Durham and Orange County's
Transit Plan Implementation Efforts.
BACKGROUND: The Durham and Orange Transit Governance Interlocal Agreements (ILA),
executed in Spring of 2023, required the County and regional governing board partners to review
and adopt a Policies & Procedures Manual, comprised of four components:
1. Comprehensive Participation Agreement (CPA) (Attachment 1): Formally invites the
local municipalities in each County to be a party to transit plan implementation efforts. It
also formally recognizes the ex-officio (non-voting) members of each County's Staff
Working Group (SWG) as `Implementation Partners' that will require future coordination
through specific project agreements when appropriate. While it draws from each County's
Transit Governance ILAs to further apply towards municipalities and implementation
partners (exclusive of state statute requirements that only apply to ILA Parties), it
specifically defines criteria for eligibility to receive future County Transit Tax Revenue
Funding.
2. Financial Policies & Procedures (FPP) (Attachment 2): Serves the Parties and Partners
as a comprehensive manual regarding relevant financial policies and procedures for the
purposes of transit plan implementation. This document includes:
a. Operating Fund Balance and Liquidity Policy and Guidelines
b. Billing, Payment and Reimbursement Policy and Guidelines
c. Debt Policy and Guidelines
d. Increased Cost of Existing Services (ICES)
e. Carryover Policy (originally approved in 2021, incorporated here for continuity)
f. Bus Operating Cost Per Hour Policy
g. Exhibit— GoTriangle Financial Policies & Procedures (for reference)
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3. Work Program Amendment Policy (Attachment 3): Serves the Parties and Partners as
a comprehensive and clear set of thresholds to define a minor vs. major amendment, and
associated protocols as to who would need to approve such amendments during
prescribed amendment cycles. It also outlines core roles and responsibilities for the SWG
Administrator and GoTriangle regarding the processing, review and submission for
consideration of any proposed Work Program Amendments.
4. SWG Bylaws & Operating Procedures (Attachment 4): Serves the Parties and Partners
as the formal set of bylaws and clear set of operating procedures for how the SWG is to
function, elect officers, and foster collaboration throughout each year to achieve annual
work program development needs for transit plan implementation.
All local municipalities, both counties, GoTriangle and the Durham-Chapel Hill-Carrboro
Metropolitan Organization (DCHC MPO) have been engaging in a series of workshops in 2023.
These workshops were facilitated to work through complex details regarding how best to
streamline processes, but also equitably operationalize transit plan implementation efforts for all.
The remaining background information below is context that informs the purpose and need for the
overall Durham-Orange Transit Governance Study.
In the early 2010's, Orange County approved a county-wide transit plan, which included a joint
recommendation for the development of the Durham-Orange Light Rail Transit (DO LRT) project.
In 2013, an interlocal agreement (ILA) was developed and approved by the County Board of
Commissioners, DCHC-MPO Board and GoTriangle Board of Trustees. Upon the discontinuation
of the DO LRT project, it was realized that a new governance framework was necessary to guide
the implementation of future county transit plans.
Overall project goals include:
• Creation of a clear, operationally efficient governance structure that ensures that Orange
County priorities are funded and implemented with the County transit taxes and fees.
• Formation of new levels of accountability, which includes development of an equitable set
of processes, seeking to gain further community trust.
• These needs were defined through five overall elements to be incorporated into a new
governance framework: Representative, Equitable, Collaborative, Transparent &
Accessible.
From these elements, everyone helped to further weigh in on just how much change was
necessary to be made on primary elements of the existing framework. The feedback provided
leadership and guidance to develop draft alternatives for consideration in a new governance
framework. Staff from all three parties to the existing governance framework attended a joint
workshop in early March 2022. The workshop focused on critical elements that inform the
foundation of a new ILA could offer to all parties. Discussion focused on multiple alternatives of
critical elements that comprise the following four areas: Membership, Voting Structures, Financial
Planning, and Program & Plan Development. Throughout the summer and fall of 2022, several
multi-agency staff meetings were held to work through some of the finer details of the ILA. The
result is the final Transit Governance Interlocal Agreement for each County, recently adopted
earlier this year.
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Adoption Process and Next Steps:
Across each County, a framework has been drafted to guide appropriate documents to their
approving bodies by the end of Fiscal Year 2022-23 (June 30, 2023):
• Durham County, Orange County, DCHC MPO and GoTriangle, per the Transit Governance
ILAs, will all need to review and approve the Comprehensive Participation Agreements,
Financial Policies & Procedures, Work Program Amendment Policies, SWG Bylaws &
Operating Procedures.
Local jurisdictions in Orange County took the following actions:
Carrboro — May 23, 2023
Approved unanimously
Chapel Hill — May 24, 2023
Approved unanimously
Hillsborough — May 30, 2023
Approved unanimously
Mebane — June 5, 2023
Approved unanimously
FINANCIAL IMPACT: Orange County receives quarterly reimbursements from Go Triangle for all
Orange County specific projects in the Orange County multi-year transit vision plan and as
approved in the annual work programs. Orange County does not receive any funds where local
jurisdictions or regional agency are the project sponsor (e.g. Hillsborough, Chapel Hill, Carrboro,
Mebane, and GoTriangle).
SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goals are applicable
to this item:
• GOAL: FOSTER A COMMUNITY CULTURE THAT REJECTS OPPRESSION AND
INEQUITY
The fair treatment and meaningful involvement of all people regardless of race or color;
religious or philosophical beliefs; sex, gender or sexual orientation; national origin or ethnic
background; age; military service; disability; and familial, residential or economic status.
• GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY
The creation and preservation of infrastructure, policies, programs and funding necessary
for residents to provide shelter, food, clothing and medical care for themselves and their
dependents.
ENVIRONMENTAL IMPACT: The following Orange County Environmental Responsibility Goal
impact is applicable to this item:
• CLEAN OR AVOIDED TRANSPORTATION
Implement programs that monitor and improve local and regional air quality by: 1)
promoting public transportation options; 2) decreasing dependence on single-occupancy
vehicles, and 3) otherwise minimizing the need for travel.
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RECOMMENDATION(S): The Manager recommends that the Board adopt the four elements
listed above for each of Durham and Orange County's Transit Plan Implementation Efforts
(Attachments 1 —4) and authorize the Chair to sign Attachment 1.
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Attachment 1
ORANGE COUNTY TRANSIT COMPREHENSIVE PARTICIPATION AGREEMENT
("PARTICIPATION AGREEMENT")
Between
TRANSIT GOVERNANCE INTERLOCAL AGREEMENT (ILA) PARTIES:
RESEARCH TRIANGLE REGIONAL PUBLIC TRANSPORTATION AUTHORITY
("GoTriangle"),DURHAM-CHAPEL HILL-CARRBORO METROPOLITAN
PLANNING ORGANIZATION ("DCHC MPO"), and COUNTY OF ORANGE ("Orange
County")
And
The TOWN OF CHAPEL HILL, TOWN OF CARBORRO, TOWN OF
HILLSBOROUGH, and CITY OF MEBANE
(All parties collectively referred to herein as "Parties")
And Parties will further coordinate with
IMPLEMENTATION PARTNERS:
TRIANGLE J COUNCIL OF GOVERNMENTS ("TJCOG"), and UNIVERSITY OF
NORTH CAROLINA, CHAPEL HILL ("UNC Chapel Hill")
As current and/or future partners through specific project agreements that shall
incorporate the terms of this document
WITNESSETH:
WHEREAS, the Parties to this Agreement and the Implementation Partners, have or may
have specific roles in public transit implementation and public transit infrastructure support in
Orange County, they have determined it is in their best interest and that of their constituents to
coordinate future public transit planning, funding, expansion and,construction; and
WHEREAS, in conjunction with the Orange County Transit Multi-Year Vision Plan, the
Governance ILA Parties adopted the Orange County Transit Governance Interlocal Agreement
("Governance ILA") that creates a governance structure for the implementation of the Orange
County Transit Multi-Year Vision Plan by and through the Orange County Transit Annual
Work Program; and
WHEREAS, the Governance ILA establishes the Staff Working Group ("SWG"),
comprised of staff representatives from the Governance ILA Parties and the Implementation
Partners, and charged the SWG with coordinating and recommending the planning and
implementation aspects of the Orange County Transit Annual Work Program; and
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WHEREAS, the Parties, and the Implementation Partners intend to implement an inclusive
and cooperative process to continuously develop and improve the Orange County Transit Multi-
Year Vision Plan. They will further develop a public involvement plan to guide the Parties' and
SWG's coordinated efforts for engagement aligned with federal, state and local policies and
guidelines; and
WHEREAS the Parties and Partners collectively make recommendations, develop and
review the Orange County Transit Annual Work Program; and
WHEREAS the Parties have a formal role in approving the Orange County Transit Annual
Work Program through structured representation on the Orange County Board of
Commissioners, DCHC MPO Board, and GoTriangle Board of Trustees as the ILA defines
their oversight and jurisdiction regarding the Orange County Transit Annual Work Program
development and implementation; and
WHEREAS, this Participation Agreement serves as the Comprehensive Participation
Agreement as formally defined in Section 2.040 in the Governance ILA to establish standards
that will govern the Parties' and Partners' eligibility for inclusion of sponsored Implementation
Elements in the Orange County Transit Annual Work Program and receipt of any funding
allocation from Orange County Transit Tax Revenue and other Dedicated Local Transit
Funding Sources; evidence of the Parties' acceptance of the most up-to-date Orange County
Transit Annual Work Program(now and in the future) and the associated annual update
process; and confirm the Parties'roles in carrying out Staff Working Group (SWG)
responsibilities; and
WHEREAS, local Governmental Parties are authorized to enter into this Participation
Agreement pursuant to, inter alia, N.C.G.S. 160A-20.1; 160A-312; 160A-313; 160A-610;
153A-275; 153A-276; and 153A-449; and
NOW THEREFORE, in consideration of the above recitals and the mutual covenants herein
contained, the Parties hereto agree as follows:
ARTICLE 1
PURPOSE, SCOPE & LIMITATION OF AUTHORITY,
RESPONSIBILITIES, TERM & EFFECTIVE DATE
1.01 Purpose. The Parties hereby recognize that the Orange County Transit Multi-Year
Vision Plan, as implemented by the Orange County Transit Annual Work Program, will be the
guidance document for Orange County public transit investment with Local Government
Public Transportation Sales Tax Act revenue and other Locally Dedicated Transit Funding
Sources, as identified in the Orange County Transit Multi-Year Vision Plan. This Agreement
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establishes standards for all Parties and Partners who desire to receive project funding from
Dedicated Local Transit Funding Sources identified in the Orange County Transit Multi-Year
Vision Plan. This Participation Agreement also confirms the Parties'respective roles for future
planning, design, funding, and implementation of the Orange County Transit Multi-Year
Vision Plan via their roles and responsibilities within the Staff Working Group (SWG).
1.02 Scope&Limitation of Authority.This Participation Agreement is limited to the purposes
enumerated herein. No Parry has the right to expand, abridge, limit or constrain the authority or
actions of Orange County, GoTriangle, or the DCHC MPO or the SWG created by the
Governance ILA with respect to the administration of the Orange County Transit Multi-Year
Vision Plan, except as specifically agreed to herein. Nothing herein grants funding for any
Implementation Element(defined herein in Article II)to any Party. Further, any Party receiving
Dedicated Local Transit Funding Source revenue for an Implementation Element is wholly
responsible for the completion of that element as set forth by future project or other specific
agreements between such individual Parties. The Parties hereby recognize that the official
governance and oversight for the Orange County Transit Multi-Year Vision Plan according to
the terms of the Governance ILA and this Participation Agreement remains entirely with Orange
County's Board of Commissioners, DCHC MPO's Policy Board, and the GoTriangle Board of
Trustees.
1.03 Responsibilities of the Governance ILA Parties. The Governance ILA Parties have the
responsibilities and duties set out in the Governance ILA.
1.04 Responsibilities of the Participant Parties and Implementation Partners. The
Participant Parties shall:
(a) Provide staff to serve on the SWG if designated as an SWG member in the Governance
ILA; and
(b) Negotiate and enter into Global/Capital Funding Agreement(s) and/or
Global/Operating Agreement(s) for any project(using the Work Program Project Code
as a unique identifier).
(c) Receive dedicated Local Transit Funding Sources identified in the Orange County
Multi-Year Transit Vision Plan for Implementation Elements identified within the
Orange County Transit Annual Work Program in accordance with the agreements
negotiated in (b).
1.05 Term&Effective Date. This Participation Agreement becomes effective upon approval
and execution by the Parties("Effective Date"). The Term of this Participation Agreement shall
be from the Effective Date through a period of seventeen(17)years unless otherwise amended
by the prior express written agreement of the Parties.
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ARTICLE 2
DEFINITIONS
2.01"CAPITAL FUNDING AGREEMENT:" An agreement between agencies to provide a
specified amount of funding for an Implementation Element. Any such agreement will include
details of the capital improvements to be provided and detail expectations on Orange County
Transit Annual Work Program resource funding, responsibilities, schedule, reporting and
performance and shall adhere to any and all standards outlined in specific project worksheets
through the Orange County Transit Annual Work Program.
2.02 "CAPITAL PROJECTS ORDINANCE:" The annual financial ordinance for the
Orange Transit major capital fund pursuant to N.C.G.S. Chapter 159,tied to the multi-year
Capital Improvement Plan, the Annual Capital Budget, and planned capital project funding
agreements that implement needed capital projects.
2.03 "COMPONENT UNIT or SEPARATE COMPONENT UNIT:" A unit of local
government within the Tax District that has administrative responsibility for the budget
adoption, operation or, management of specified transit services and associated supporting
implementation elements. The component unit is required to report Orange County Transit
Plan Revenues, including Dedicated Local Transit Funding Sources, expenditures and fund
balance in columns separate from the component's financial data in its annual audited
statements.
2.04 "GOVERNANCE INTERLOCAL AGREEMENT" or "GOVERNANCE ILA:" The
Transit Governance Interlocal Agreement dated March 8, 2023 between Research Triangle
Regional Public Transportation Authority ("GoTriangle"), Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization("DCHC MPO"), and Orange County for implementing
public transit services and projects in the fiscally constrained Orange County Transit Multi-
Year Vision Plan. This Governance ILA is included as Exhibit A to this Agreement.
2.05 "IMPLEMENTATION ELEMENT:" A discrete project, operation, or study or a discrete
logical grouping of projects, operations, or studies tracked separately by the Orange County
Transit Annual Work Program.
2.06 "IMPLEMENTATION PARTNERS:" The listed signatories to this agreement who are
non-voting members of the Orange County SWG. These implementation partners have roles
supporting implementing elements of the Orange County Transit Annual Work Program.
These partners fulfill their roles and responsibilities as outlined in specific project agreements
to deliver approved implementation elements in the Orange County Transit Annual Work
Program along with the Dedicated Local Transit Funding Sources approved in these project
specific agreements.
2.07 "MAJOR FUND:" A fund as defined by the Governmental Accounting Standards Board
("GASB"), is reported in a separate column in the basic fund financial statements and is
subject to a separate audit opinion in the independent auditor's report. The Tax District shall
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report at a minimum Major Fund for the Orange County Transit Annual Work Program
Operating Funds and a Major Fund for the Orange County Transit Annual Transit Work
Program Capital Funds.
2.08 "MULTI-YEAR CAPITAL IMPROVEMENT PLAN" ("CIP"): A multi-year document
that identifies projected capital projects by year,project sponsors responsible for undertaking
these projects, the financial costs, and anticipated funding sources, and projected operating
costs associated with those projects. The CIP shall be coordinated with the Metropolitan
Transportation Plan, the Transportation Improvement Program, and the annual program of
projects developed and maintained by the DCHC MPO which is the designated recipient of
federal formula transit grants. The plan shall be consistent with submittal deadlines for the
Transportation Improvement Program and the horizon years of the Metropolitan
Transportation Plan.
2.09 "MULTI-YEAR SERVICE IMPLEMENTATION PLAN:" A document or documents
that detail how transit services, including expansion and reduction, are to be operated and
maintained over a specific number of years. The plan(s) shall detail timing and schedule,
justifications for implementation decisions, and public involvement steps. Different transit
operators may have different plans for implementation, but the different plans must be
coordinated with respect to anticipated funding, public outreach, and the extent to which the
different operator's plans connect services between them.
2.10 "OPERATING AGREEMENT:" An agreement or operating plan between one or more
Parties or Implementation Partners, the Tax District and others as needed to provide an
Implementation Element. The agreement shall state the details of the service to be provided and
detail expectations on funding, responsibilities, schedule, and performance and shall adhere to
any and all standards outlined in specific project worksheets through the Orange County Transit
Annual Work Program.
2.13 "OPERATING BUDGET ORDINANCE" The annual financial budget ordinance for the
Orange Transit major operating fund pursuant to N.C.G.S. Chapter 159. The ordinance includes
the funds for the operations of implementation elements identified in the Orange County Transit
Annual Work Program, allocations for reserves, and transfers to other major funds identified
by the Component Unit (ex. Orange Transit). The Operating Budget Ordinance must include
the Component Unit's general administrative expenses designated separately from a Project's
Operating Funds.
2.14 "SPECIAL DISTRICT" or "TAX DISTRICT:" Any tax district administered by
GoTriangle pursuant to authorizing resolutions and N.C.G.S. 105-508 et seq. or N.C.G.S. 105-
561 et seq. to which Orange County is a member, now or in the future.
2.15 "STAFF WORKING GROUP" or"SWG:" The committee as created by the
Governance ILA. The SWG is jointly charged by all parties to this Agreement, including the
Implementation Partners, to coordinate and develop the Orange County Transit Annual Work
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Program, the Orange County Transit Multi-Year Vision Plan, and serve in an advisory role to
the Orange County Board of Commissioners, DCHC MPO Board, and GoTriangle Board of
Trustees in their review consideration, and approval of these two documents.
2.16 SUBCOMPONENT UNIT: The subcomponent unit is required to report its financial
information as aggregated at the COMPONENT UNIT level and not separately stated.
Durham County Transit Plan Revenues, including Dedicated Local Transit Funding Sources,
expenditures and fund balance in columns separate from the component's financial data in its
annual audited statements.
2.17 "DEDICATED LOCAL TRANSIT FUNDING SOURCES:"All revenues derived from
transit funding sources designated for use in the Orange County Transit Multi-Year Vision Plan.
These shall include but are not limited to items defined through the Governance ILA in Section
2.012.
2.18 "TRANSIT PLAN" or "MULTI-YEAR VISION PLAN:" The comprehensive multi-
year vision plan for transit operating and capital needs over a period of time of at least the
next 4 years through coordination with the DCHC MPO Metropolitan Transportation Plan
adoption process and shall also be prepared by the SWG for approval by appropriate
governing boards, which shall include all the separate components, as further defined in the
Governance ILA in Section 2.038.
2.19 "ORANGE COUNTY TRANSIT ANNUAL WORK PROGRAM" or "WORK
PROGRAM:" shall mean the comprehensive annual program for transit capital and operations
annually presented by the SWG which shall include the separate components further defined in
the Governance ILA in Section 2.011.
2.20 "GLOBAL AGREEMENT:" An Operating or Capital Funding agreement that
encompasses a discrete logical grouping of capital projects, transit operations, or studies.
ARTICLE 3
STAFF WORKING GROUP
3.01 Scope & Authorization. The Governance ILA establishes and enables the Staff
Working Group. The Parties confirm their commitment to serve on the SWG and to carry out
their SWG membership responsibilities by executing this participation agreement.
3.02 Membership. SWG Membership includes voting &non-voting categories
a) Voting members: two (2) staff persons appointed by each of the Governance ILA
Parties; two (2) staff persons appointed by the Town of Chapel Hill; one (1) staff person
appointed by the Town of Carrboro, Town of Hillsborough, and City of Mebane
b) Non-Voting members: Each of the Implementation Parties must appoint one (1) staff
person
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c) Each member may designate one (1) alternate empowered to fully participate in the SWG
in the absence of the appointed staff person.
3.03 Bylaws. The SWG must enact bylaws. The SWG bylaws will govern quorum and voting
standards, SWG operations and responsibilities, and, scheduling of efforts to develop the
Orange County Transit Annual Work Program and the Orange County Transit Multi-Year
Vision Plan.
3.04 SWG Responsibility for the annual Orange County Transit Annual Work
Program. Subject to the Governance ILA, the SWG shall develop annual recommendations
for the review and approval of the governing bodies. This work program approval process is
documented in Article VII of the Governance ILA. Recommendations shall be developed for
each of the following Orange County Transit Annual Work Program components:
(a) Annual Work Program, including all the separate elements defined in Section 2.011 of
the Governance ILA
(b) Multi-Year Service Implementation& Capital Improvement Plans
(c) Templates containing minimum standards for project and financial reports
(d) Designation of project sponsors (agencies responsible for each respective capital and
operating project), including agencies responsible for each Implementation Element;
(e) A strategy for each Implementation Element which includes a scope, schedule,project
boundaries, an estimated budget, specifies the sponsoring agency/jurisdiction, purpose
and goals and (defines the standard for individual project/Implementation Element
worksheets)
(f) An articulated strategy for incorporating or accounting for public outreach, involvement,
and communication with all components in the annual work program.
(g) Facilitation to transcribe project worksheets (composition outlined in 3.04(e) above) into
Global/Project Agreements.
The SWG shall reference the fiscal year 2024 Work Program Development process, which is to
be recognized as the baseline for future work program development cycles and corresponding
global/project agreement needs, as long as this Agreement and Governance ILA serve as the
governing documents for county transit plan implementation efforts.
3.05 SWG Responsibility for Engagement with Elected Officials. The SWG shall schedule
touchpoints on an annual basis with appropriate bodies of elected officials who either serve as a
governing board through the Governance ILA or are responsible for a project(s) through the
Orange County Transit Annual Work Program. These touchpoints shall be scheduled to allow
for elected officials to:
(a) Provide feedback on the draft Annual Work Program
(b) Receive as information, and provide feedback as necessary, regarding progress reports
developed on a quarterly basis.
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3.06 Non-Delegation. The SWG cannot delegate its responsibility to review and present the
documents and products defined in Section 3.04.
3.07 Right to Inspect. All Parties to this Participation Agreement, or their authorized
representative(s), shall have the right to inspect, examine, and make copies of project work
products as they deem necessary for the operation and day-to day business of the SWG or as
specifically requested by formal action of any one of the parties' governing bodies. The SWG
shall maintain all its records in a manner which facilitates review by the Parties and
Implementation Partners.
ARTICLE IV
ELIGIBILITY FOR ORANGE COUNTY TRANSIT TAX REVENUE FUNDING
4.01 Requirements for Inclusion in the Orange County Transit Annual Work Program.
Only Parties in good standing to this Participation Agreement, Implementation Partners
recognized through the Staff Working Group, or other partners as deemed critical, may request
inclusion of an Implementation Element in the Orange County Transit Annual Work Program.
The Parties agree that the terms and conditions of this agreement are pre-requisites to requesting
and receiving Orange County Transit Tax Revenues funding allocations.
4.02 Implementation. An Operating or Capital Project Funding Agreement shall be required
to support each implementation element submitted by each project sponsor identified in the
Orange County Transit Annual Work Program except as specified in Section 4.03. Parties to
this Comprehensive Participation Agreement shall endeavor to develop global-level agreements
with appropriate timeframes for each project sponsor seeking to implement operating or capital
projects. These agreements must be prepared prior to distributing funds and starting the
Project(s). All Operating or Capital Project Funding Agreements shall have at least two
signatories from appropriate parties and shall also adhere to the requirements further defined in
Section 7.07 of the Governance ILA. Signatory authorizations to any Global/Project
Agreements shall be determined by the minimum financial threshold by any party to such
agreement.
4.03 Grace Period for Legacy Projects.Active project supported by Orange County Transit
Plan Revenues or other Dedicated Local Transit Funding Sources at the time of execution of
this Agreement and projects in the adopted Fiscal Year 2024 Work Program shall be eligible
for continued funding through the end of Fiscal Year 2024 (Grace Period). If a
global/operating or global/capital project funding agreement that conforms to the conditions in
this Agreement is not in place prior to the start of Fiscal Year 2025, the project shall no longer
be eligible for ongoing/additional funding until such Agreement is in place.
4.04 Capital/Operating Agreement Development. Each Capital Funding Agreement and
Operating Agreement entered into by any of the Parties or the Partners must contain all
components defined in this Participation Agreement. If any Implementation Agreement
involves federal or state funding must in addition contain those elements required to maintain
eligibility for such funds.
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4.05 Capital Improvement Program (CIP)Review.Each year's work program
development process shall include a review of the CIP to determine which, if any,projects no
longer meet the needs of the overall transit plan. Goal for this would be to remove such
project(s) and reallocate funding as necessary to other areas of need.
4.06 Good Faith Effort.For any Parry to this Agreement, or any involved Implementation
Partner, that is unable to deliver a project as included in the Annual Work Program due to
issues outside their control, Parties to a specific Project Agreement will work with the Staff
Working Group through good faith to determine appropriate action to help resolve issues and
facilitate delivery of said project. Parties shall reference supporting Orange County Transit
Financial Policies and Procedures to guide the resolution process.
ARTICLE V
SUPPLANTATION/SUPPLEMENTATION
5.01 As of the Effective Date of this Participation Agreement, N.C.G.S. § 105-508.2 and
N.C.G.S § 105-564 require that Special District net tax proceeds must supplement and not
supplant existing public transportation systems' funds or other resources as defined in Section
2.012 of the Governance ILA. The Parties acknowledge that the only funds subject to these
requirements as of the execution of this Participation Agreement are:
(a) Local Government Sales and Use Taxes for Public Transportation(N.C.G.S. 105-
506:514) which is levied at its maximum allowable rate of one-half(1/2%)percent (non-
supplantation cited in N.C.G.S 105-507.3.b);
(b) Regional Transit Authority Registration Tax (N.C.G.S. 105-560:569) which is levied at
its maximum amount of$8.00 per year with $3.00 of each $8.00 collected allocated
locally to Orange County (non-supplantation cited in N.C.G.S. 105-564).
5.02 All Parties may pursue additional state and federal funding sources, which are not
controlled locally, when appropriate for implementation of eligible projects. The use of
existing funds or other resources, including state and federal funds, must be documented and
made publicly available as a condition of receiving Orange County Transit Tax Revenue or
other Locally Dedicated Transit Funding Sources. To the extent permitted by law, any audits
required as a condition of receiving the identified funding sources shall be available for public
inspection as well.
5.03 The most recently audited and reported local fiscal year prior to the January 15, 2012 of
the one half(1/2%)percent Public Transportation Sales Tax Act local option sales and use tax
as defined by N.C.G.S. 105-508 is the baseline for comparing all Parties' annual budgets for
the Agreement.
5.04 Nothing herein shall be construed to modify, abridge, or deny the authority or discretion
of any Parry to independently develop, administer, or control transportation projects pursuant to
enumerated authority or funding sources separate from the authority and funding sources outlined
in this Participation Agreement.
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5.05 All Parties shall work together in good faith to determine if the Participation Agreement's
intent and purpose can be accomplished by executing necessary Amendments if statutory
language in or judicial interpretation of N.C.G.S 105-508.2 or N.C.G.S 105-564 changes after
Participation Agreement, execution.
ARTICLE VI
AMENDMENT, TERMINATION AND NOTICE
6.01 Amendment. This Participation Agreement may be amended to add or remove Parties or
to change content. After the Effective Date of this Participation Agreement, any Eligible
Participant Party or Governance ILA Party may become a Party to this Participation Agreement
upon execution of the Participation Agreement by an authorized designee of that Party's
governing board(or equivalent). If any Party proposes to amend Participation Agreement
content, then the proposed amendment and the reasons for the proposed amendment must be
communicated in writing to the SWG. All the Parties that have executed the Participation
Agreement must adopt the amendment. The Parties will conduct a review of the Agreement at
least every four(4)years to consider any desired updates through the Agreement through the
Amendment process. If any Party desires to amend the Agreement outside the four(4)year
review cycle, then the proposed amendment and the reasons for the proposed amendment shall
be communicated in writing to the other Parties. If the Parties agree to the proposed amendment,
then the amendment shall be affected by entering a written amendment to the Agreement. An
amendment that does not change the substantive or financial commitments of the Agreement
may be executed by the Durham County Manager, the DCHC-MPO Executive Director, and the
GoTriangle Chief Executive Officer. Any other amendment to the terms of this Agreement to be
effective must be in the form of a written instrument properly authorized and executed by the
governing boards of each Party to this Agreement.
6.02 Termination upon a year's notice. Any Party may terminate its obligations to this
Participation Agreement by giving written notice of intent to terminate to the other Parties at
least one (1)year prior to the effective termination date. A withdrawing Party must fulfill all
obligations and duties of their Implementation Agreements unless such Agreements are
terminated in accordance with their provisions. Any Party terminating participation is ineligible
for future Orange County Transit Tax Revenue Funding or other Locally Dedicated Transit
Funding Sources for any Implementation Element until and unless the Party re-enters into the
Participation Agreement.
6.03 Cooperation Provisions. In the event of a termination, the terminating Party must fulfill
existing and unperformed obligations until the effective termination date. The Participation
Agreement remains in effect for the remaining Parties. The non-withdrawing Parties,beginning
at the time notice of termination is received, shall work together in good faith to determine if the
Participation Agreement's intent and purpose can be accomplished by executing necessary
amendments and/or adding necessary Parties to perform the executory obligations of the
withdrawing Party.
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6.04 Notice. Any written or electronic notice required by this Participation Agreement shall
be delivered to the Parties at the following addresses, with a copy where designated for each
parry, which copy shall not in and of itself constitute notice:
For DCHC MPO:
Durham Chapel Hill Carrboro Metropolitan Planning Organization
Executive Director
101 City Hall Plaza
Durham,NC 27701
For GoTriangle: GoTriangle General
President/CEO
PO BOX 13787
Research Triangle Park,NC 27709
with a copy to: GoTriangle General Counsel
PO Box 13787
Research Triangle Park,NC 27709
For the Town of Hillsborough:
Town of Hillsborough
Attn: Town Manager
PO Box 429
Hillsborough,NC 27278
with a copy to:
Town of Hillsborough
Attn: Town Attorney
PO Box 429
Hillsborough,NC 27278
For the Town of Carrboro:
Town of Carrboro
Attn: Town Manager
301 W Main Street
Carrboro,NC 27510
with a copy to:
Town of Carrboro
Attn: Town Attorney
301 W Main Street
Carrboro,NC 27510
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For the Town of Chapel Hill:
Town of Chapel Hill
Attn: Town Manager
405 Martin Luther King Jr Blvd
Chapel Hill,NC 27514
with a copy to:
Town of Chapel Hill
Attn: Town Attorney
405 Martin Luther King Jr Blvd
Chapel Hill,NC 27514
For the City of Mebane:
City if Mebane
Attn: City Manager
106 East Washington Street
Mebane,NC 27302
with a copy to:
City of Mebane
Attn: City Attorney
106 East Washington Street
Mebane,NC 27302
For Orange County:
Orange County
Attn: County Manager
300 West Tryon Street
PO Box 8181
Hillsborough,NC 27278
with a copy to:
Orange County Attorney
300 West Tryon Street
PO Box 8181
Hillsborough,NC 27278
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ARTICLE VII
MISCELLANEOUS PROVISIONS
7.01 Representations and Warranties. The Parties each represent, covenant, and warrant for
the other's benefit as follows:
(a) Each Party has all necessary authority to enter into this Participation Agreement and to
conduct the processes created by this Participation Agreement. This Participation
Agreement has been executed by each Party's governing body. This Participation
Agreement is a valid and binding obligation of each Parry.
(b) To the knowledge of each Party, the execution and delivery of this Participation
Agreement, the fulfillment of or compliance with its terms and conditions, and/or
completing transactions conducted within this Participation Agreement results in a
breach of the terms, conditions and provisions of any agreement or instrument to which a
Parry is now a party or by that it is bound or constitutes a default.
(c) To the knowledge of each Party, there is no litigation or other court, or administrative
proceeding pending or threatened affecting the Parry's rights to execute or deliver this
Participation Agreement or to comply with its obligations under this Participation
Agreement.
(d) Neither such Party's execution and delivery of this Participation Agreement, nor its
compliance with its obligations under this Participation Agreement, requires the approval
of any regulatory body or any other entity the approval of which has not been obtained.
(e) The Parties agree to work together in good faith and with all due diligence to provide for
and carry out the purpose of this Participation Agreement.
7.02 Agreement Related Dispute Resolution.It is the desire and intent of the Parties to resolve
any disputes in a collaborative manner and to avoid, if possible, the expense and delay of
litigation. In the event that any Party cannot resolve an issue with another Party under this
Agreement, the affected party shall engage in the following process:
(a) Any Party may give written notice to another Party or Parties of any dispute not resolved
in the ordinary course of business. Within ten (10)business days after delivery of the
written notice by regular or electronic mail, the receiving Party(ies) shall submit a written
response to the disputing Party and designate in the notice a representative who will
represent that Party in the negotiation to resolve the dispute. If a third-party mediator is
necessary, the Party providing initial written notice will indicate as such in the notice and
seek confirmation/approval by the receiving parties in written response. It shall be the
responsibility of the Party giving notice to cover any costs related to any third-party
mediator once confirmed/approved by the receiving parties.
(b) Within ten(10)business days of receiving the response, the appointees of the disputing
and receiving Parties shall meet at a mutually acceptable time and place, and thereafter,
as often as necessary to resolve the dispute.
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(c) All reasonable requests for information made by one Party to the other shall be honored
in a timely fashion to permit constructive discussion.
(d) The duty to engage in dispute resolution is a material part of this Agreement enforceable
by equitable relief.
(e) Upon failure to resolve a dispute through the steps outlined in this Agreement, any Party
may engage in other dispute resolutions processes agreed upon by the Parties or pursue
any legal or equitable remedies available.
7.03 Waivers of Non-Compliance with Participation Agreement.
(a) No provision of this Participation Agreement may be waived once the grace period as
defined in Section 4.03, as applied to Legacy Projects, has concluded.
(b) Any waiver of a provision or provisions of this document must be formally executed in
accordance with section 7.07 of this Participation Agreement.
(c) The failure of any Party to require timely compliance with this agreement or another
agreement executed based upon this agreement shall not affect the right of the other Party
to enforce the provisions of the agreement.
(d) No waiver or acquiescence by a Party to any breach of any provision of an agreement is
to be taken as authorization or a waiver to commit any subsequent breach of that provision
or any other provision.
7.04 Governing Law. The parties intend that this Participation Agreement be governed by the
law of the State of North Carolina. Proper venue for any action shall solely be Orange County.
7.05 Assignment. No Party may sell or assign any interest in or obligation under this
Participation Agreement without the prior express written consent of the other Parties.
7.06 Independence of the Parties. Nothing herein shall be construed to modify, abridge, or
deny the authority or discretion of any Party to independently develop, administer, or control
Implementation Elements pursuant to enumerated authority or funding sources separate from
those outlined in this Participation Agreement.
7.07 Execution in Counterparts/Electronic Version of Participation Agreement. This
Participation Agreement may be executed via the use of counterparts. Any Party may convert
the fully executed Participation Agreement to an electronic record pursuant to a North Carolina
Department of Natural and Cultural Resources approved procedure and process for record
retention purposes. Such electronic record of the Participation Agreement shall be deemed for
all purposes to be an executed Participation Agreement.
7.08 No Waiver of Sovereign Immunity. Nothing in this Participation Agreement shall be
construed to mandate purchase of insurance by Orange County pursuant to N.C.G.S. 153A-435
or purchase of insurance by any municipality pursuant to N.C.G.S. 160A-485; or to in any other
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way waive any Parry's defense of sovereign or governmental immunity from any cause of action
alleged or brought against any Party for any reason if otherwise available as a matter of law.
7.09 No Waiver of Qualified Immunity. No officer, agent or employee of any Parry shall be
subject to any personal liability by reason of the execution of this Participation Agreement or
any other documents related to associated transactions. Such officers, agents, or employees
execute this Participation Agreement in their official capacities only and not in their individual
capacities. This section shall not relieve any such officer, agent, or employee from the
performance of any official duty provided by law.
7.10 Verification of Work Authorization; Iran Divestment Act. All Parties, and any
permitted subcontractors,must comply with Article 2, Chapter 64,of the North Carolina General
Statutes. The Parties hereby certify that they, and all permitted subcontractors, if any, are not on
the Iran Final Divestment List created by the North Carolina State Treasurer pursuant to
N.C.G.S. 147-86.58.
7.11 Third-Party Beneficiaries. There are no third-party beneficiaries to this Participation
Agreement.
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The Comprehensive Participation Agreement between Orange County,Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization,Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro,Town of Hillsborough, and City of Mebane was by
the Orange County Board of Commissioners by a vote of on ,2023.
ATTEST: ORANGE COUNTY,NORTH CAROLINA
BY: BY:
TITLE: TITLE: Chairperson,Board of County Commissioners
The Comprehensive Participation Agreement between Orange County,Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization,Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro,Town of Hillsborough, and City of Mebane was by
the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization Board by a vote of
on _' 2023.
ATTEST: DURHAM-CHAPEL HILL-CARRBORO
METROPOLITAN PLANNING ORGANIZATION
BY: BY:
TITLE: TITLE: Chairperson,Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization Board
The Comprehensive Participation Agreement between Orange County,Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization,Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro,Town of Hillsborough, and City of Mebane was by
the GoTriangle Board of Trustees by a vote of on , 2023.
ATTEST: RESEARCH TRIANGLE REGIONAL PUBLIC
TRANSPORTATION AUTHORITY D/B/A
GOTRIANGLE
BY: BY:
TITLE: TITLE: Chairperson, Board of Trustees
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The Comprehensive Participation Agreement between Orange County,Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization,Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro,Town of Hillsborough, and City of Mebane was by
the Town of Chapel Hill Town Council by a vote of on , 2023.
ATTEST: TOWN OF CHAPEL HILL,NORTH CAROLINA
BY: BY:
TITLE: TITLE: Chairperson, Town Council
The Comprehensive Participation Agreement between Orange County,Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization,Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro,Town of Hillsborough, and City of Mebane was by
the Town of Carrboro Town Council by a vote of on , 2023.
ATTEST: TOWN OF CARRBORO, NORTH CAROLINA
BY: BY:
TITLE: TITLE: Chairperson, Town Council
The Comprehensive Participation Agreement between Orange County,Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization,Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro,Town of Hillsborough, and City of Mebane was by
the Town of Hillsborough Board of Commissioners by a vote of on 92023.
ATTEST: TOWN OF HILLSBOROUGH,NORTH
CAROLINA
BY: BY:
TITLE: TITLE: Chairperson,Board of Commissioners
The Comprehensive Participation Agreement between Orange County,Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization,Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro,Town of Hillsborough, and City of Mebane was by
the City of Mebane Town Council by a vote of on ,2023.
ATTEST: CITY OF MEBANE,NORTH CAROLINA
BY: BY:
TITLE: TITLE: Chairperson, City Council
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Attachment 2
Triangle Tax District
Orange County—Transit
Financial Policies and Guidelines
Contents
Orange Operating Fund Balance and Liquidity Policy and Guidelines....................................................2
Fund Balance and Liquidity Policy:............................................................................................................2
Procedures:...........................................................................................................................................2
Orange Capital Fund Balance Policy and Guidelines.................................................................................2
Procedures:...........................................................................................................................................3
Orange County Transit Billing, Payment and Reimbursement Policy and Guidelines.............................4
Guidelines: ................................................................................................................................................4
DebtPolicy and Guidelines ..................................................................................................................6
DebtPolicy: ...............................................................................................................................................6
DebtGuidelines:........................................................................................................................................6
Increased Cost of Existing Services(ICES) ............................................................................................9
CarryoverPolicy................................................................................................................................. 11
Capital .....................................................................................................................................................11
Operating................................................................................................................................................11
Bus Operating Cost Per Hour Policy.................................................................................................... 12
Exhibit A: GoTriangle Financial Policies& Procedures(for reference)................................................. 13
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Orange Operating Fund Balance and Liquidity Policy and Guidelines
Purpose: As administrator of the Triangle Tax District, GoTriangle will maintain sound financial practices
including minimum fund balance and liquidity requirements.
Fund Balance and Liquidity Policy:
It is the policy of the Triangle Tax District to maintain both minimum fund balance and cash reserve
requirements. Based on the funding sources and responsible fiscal management,the Orange Operating
Fund will maintain a fund balance to be used as a resource for expected and unexpected, but agreed
upon,financial demands and to demonstrate strong liquidity to credit rating agencies as well as federal
and state governments.This information will be used to support applications for additional funding
towards Orange County Transit projects, including applications for the issuance of debt, and request
federal and state grant resources.
A minimum of 90 days unrestricted cash must be maintained in the Orange Operating Fund
Cash is defined as 'on-deposit' in the bank account.
The policy should be administered under the following requirements:
All restricted, committed, assigned and unassigned fund balance, as defined in Governmental Account
Standards Board (GASB) Statement 54, may be used in the calculation of the minimum fund balance
requirement.
Funds may only be spent in accordance with the external guidelines and enabling legislation as defined
in Article II of the Orange County Transit Governance ILA.
Idle funds as defined in N.C.G.S. 159-30 will be invested in accordance with applicable North Carolina
General Statutes and GoTriangle's investment guidelines.
Procedures:
The Orange County Transit Financial Model for the Orange Operating Fund will include projections of
fund balance and annual expenditures. Annual reporting will be provided by GoTriangle to the SWG,
Orange County Board of Commissioners, DCHC MPO Policy Board and GoTriangle Board of Trustees,
which will allow a review of budget compared to actuals for the Orange Operating Fund. Additionally,
this annual review will ensure that sufficient fund balance will be available at year end to meet the
adopted reserve requirement as defined above.The Orange County Transit Annual Work Program will
include funds allocated, if needed,to maintain the Orange Operating Fund balance to meet financial
policy guidelines.To demonstrate progress and compliance with this policy, GoTriangle will include a
calculation of this liquidity measure within the statistical section of its Annual Comprehensive Financial
Report ("ACFR").
Orange Capital Fund Balance Policy and Guidelines
Purpose: As administrator of the Triangle Tax District, GoTriangle will maintain sound financial practices
including minimum fund balance requirements.
Capital Fund Balance Policy: It is the policy of the Triangle Tax District to maintain a minimum capital
fund balance. Based on the nature of the funding sources and responsible fiscal management,the
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Orange Capital Fund will maintain a fund balance to act as a resource for capital project funding
shortfalls.
The target fund balance for the Orange Capital Fund will be five percent (5%) of a 10-year rolling horizon
timeframe to further inform the Orange County Transit Multi-Year Vision Plan's Capital Improvement
Plan (CIP).
The policy should be administered under the following requirements:
The five percent (5%)fund balance will be separate and apart from project contingency budgeted as a
part of individual projects appropriated in the Orange Capital Fund.
Idle funds as defined by N.C.G.S. 159-30 will be invested in accordance with applicable North Carolina
General Statutes and GoTriangle's investment guidelines.
Procedures:
Projections of the fund balance as a percentage of the Orange County Transit Annual Work Program's
CIP will be maintained, demonstrating future compliance with this policy.To demonstrate progress and
compliance with this policy, GoTriangle will include a calculation within the statistical section of its ACFR.
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Orange County Transit Billing, Payment and Reimbursement Policy and
Guidelines
Purpose: As administrator of the Triangle Tax District, GoTriangle will be responsible for the billing,
payment and reimbursement of funds that support approved expenditures as part of the Orange County
Transit Multi-Year Vision Plan.
Policy: It is the policy of the Orange Operating Fund and the Orange Capital Fund and participating local
governments and other entities to maintain strong billing, payment and reimbursement practices.
Guidelines:
Transit expenditures by the participating local governments and other entities are to be budgeted
annually and recommended by the SWG and adopted by the Orange County Board of Commissioners
and GoTriangle Board of Trustees.
The adopted budget ordinances for the Orange Operating Fund,the Orange Capital Fund, and the
operating/capital funding agreements with the participating partners are the controlling documents for
billing, payments, and reimbursement.
Dollars appropriated in the Orange Capital Fund are appropriated pursuant to Section 13.2 of N.C.G.S.
Chapter 159 and therefore do not lapse at the end of the year and are available for reimbursement
requests for the duration of the respective project unless subsequently amended by Board action or
project closeout.
Reimbursement payments made for expenditures in conjunction with appropriations from the Orange
Operating Fund and the Orange Capital Fund will be made to the participating local governments and
other participants after GoTriangle Finance Department has received a request for reimbursement using
the pre-established Orange County Transit template and associated required documentation.
GoTriangle's reimbursement requests will be paid following review by the Staff Working Group
Administrator.All other reimbursement requests will be reviewed by GoTriangle. Upon approval,
GoTriangle will send payment to all parties.
Payments will be made in accordance with the North Carolina Local Government Budget and Fiscal
Control Act.
Submissions for reimbursement may be done as often as is efficient and effective for the local
participating entity; however, disbursements from GoTriangle are recommended to be completed
quarterly but will be no more frequent than on a monthly basis.
Advance payments and/or establishment of a working capital fund for specific circumstances may be
considered by GoTriangle.
The request for reimbursement and supporting documentation should be submitted either in writing or
by electronic means as specified in the terms of the operating and capital agreements.
Reimbursement requests will include a statement signed by the requesting agency's Finance Officer or
designee, stating funds were spent in accordance with the Orange County Transit's Annual Work
Program and associated laws, rules and regulations, and the request for funds includes items due and
payable.
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Projects that involve federal funding agreements may require additional documentation and review that
will be incorporated in project agreements.
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Debt Policy and Guidelines
Purpose: As administrator of the Triangle Tax District, GoTriangle may issue debt to support approved
capital projects in the Orange County Transit Multi-Year Vision Plan. It is the goal of the SWG that debt
issuances will strive to obtain favorable ratings available for transit financing.The debt policy outlines
the requirements and criteria set forth to achieve this goal and to advance the Orange County Transit
Multi-Year Vision Plan.
Debt Policy:
It is expected that debt will periodically be issued by GoTriangle in support of the Orange County Transit
Multi-Year Vision Plan under the following requirements:
Any debt to be issued will be reviewed and recommended by the SWG, approved by the Orange County
Board of Commissioners, and approved and authorized by the GoTriangle Special Tax Board (pursuant to
N.C.G.S. 160A-167).
Per North Carolina Law, debt issuances will be approved by the Local Government Commission.
Debt service payments will be made in accordance with the North Carolina Local Government Budget
and Fiscal Control Act.
Any proposed debt issuance will be evaluated using prospective revenue expenditure amounts, as
modeled in the Orange County Transit Financial Model,which is mutually agreed to by the SWG.The
Orange Transit Financial Model assumptions will be agreed to annually by the SWG through
coordination efforts defined in the Governance ILA.
Debt Guidelines:
Debt issuances that are incorporated as part of the financial model will be modeled using the following
guidelines:
It is the goal that all rated debt issued on behalf of approved capital projects in the Orange County
Transit Multi-Year Vision Plan will obtain a rating no lower than Al (Moody's) or A+ (S&P/Fitch) and
preferable in a double-A category.
Actions recommended by the SWG, or adopted by the Orange County Board of Commissioners and
GoTriangle Board of Trustees shall not diminish the financial health of Orange Operating and/or Orange
Capital Funds.
Debt will be issued to ensure sufficient flexibility to meet future obligations outlined in the Orange
County Transit Multi-Year Vision Plan and to take advantage of opportunities based on market
conditions.
The gross debt service coverage ratio will not go below 2 times (2X)gross revenue to annual debt
service, excluding short-term principal payments.
Gross revenue is defined as Orange County Locally Dedicated Transit Funding Sources as stated
in Section 2 of the Orange County Transit Governance ILA, plus additional farebox revenue
attributed to services funded by Orange County Locally Dedicated Transit Funding Sources plus
any federal funds received.
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The debt service coverage (i.e., the ability to pay debt service after operations) will not go below 1.25
times (1.25X) annual debt service excluding principal payments on short-term debt.
Debt service coverage is defined as Orange County Locally Dedicated Transit Funding Sources,
plus additional fare box revenue attributed to services funded by Orange County Locally
Dedicated Transit Funding sources plus and federal funds received, less the sum of expenses for
tax district administration, and transit operations.
Upon the full funding of reserves, any cash that maintains the Orange Transit plan in accordance with
above mentioned rules may be used as cash funding for capital projects to provide additional sources of
funding for capital projects to minimize debt levels.
Future bonds issued will conform and adhere to
Additional bonds test contained in bond documents, and
Debt service coverage ratios of the Orange Operating Funds and Orange Capital Funds Debt
Policies
A Debt Service Reserve Fund ("DSRF")will be established for debt issuances where the DSRF creates a
lower cost of funds and does not exceed the minimum amount permitted under federal tax law.
Investment of bond proceeds will be in accordance with all applicable North Carolina statutes and
federal tax law.
Debt will be structured in a manner consistent with the useful life of related projects, not to exceed a
final maturity of 35 years. Principal amortization will be level debt service or faster, except for deferrals
of principal in connection with construction period financing or short-term financing related to future
receipt of federal and/or state funds.
Debt issued in support of the Orange County Transit Multi-Year Vision Plan will be authorized under
N.C.G.S. 160A-20. Alternative debt instruments may be evaluated and utilized subject to
recommendation by the SWG and approved by the Orange County Board of Commissioners and
GoTriangle Board of Trustees.
The combined liquidity position of the Orange Capital and Operating Funds shall be a minimum of 180
days unrestricted cash to meet the needs of the Orange County Transit Multi-Year Vision Plan.
If a project sponsor seeks repayment for debt issued outside of the Orange County Transit Multi-Year
Vision Plan it will be paid after all debt service and operating expenses of the plan have been paid and
will subordinate to as debt issued by Tax District Administration. Debt payments reimbursed to the
project sponsor will be identified as a yearly capital project and included in all Capital Improvement
programs (CIP) upon initial approval.
Select SWG members of SWG subcommittee members (if/when applicable) will participate in the
following:
RFP and/or selection process of:
Financial Advisor; Investment Consultant for GoTriangle (as necessary)
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Underwriter(s); Bond Counsel; and any other necessary roles related to GoTriangle debt
financing in support of the Orange County Transit Multi-Year Vision Plan
Providing assistance as needed for guidance associated with debt issuances to include
interactions with rating agencies.
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Increased Cost of Existing Services (ICES)
UPDATE Spring 2023—Parties and Implementation Partners will refer to legacy language from prior
Transit Governance ILA to define how operators can seek funding to support increased cost of
services.This language is shown below.
The Orange County Transit Multi-Year Vision Plan (Plan) provides that all funding for bus services will be
appropriated based on the supporting financial plan/model to Chapel Hill Transit (CHT), GoTriangle, and
Orange Public Transit (OPT).The use of these bus service funds shall be limited to the support of new
bus services above and beyond the existing transit system services in place at the time of the adoption
of the local option %cent sales tax in November of 2012. However, CHT and OPT may use a portion of
the bus service funds provided in the Plan to pay for the increased cost of existing services during the
duration of this Agreement in the manner described below.
The "CHT Share" shall be a percentage derived by dividing the CHT local expenditures for bus services
each year by the total of local expenditures for bus services by both CHT and OPT in that year.The "OPT
Share" shall be a percentage derived by dividing the OPT local expenditures for bus services each year
by the total of local expenditures for bus services by both CHT and OPT in that year.The respective CHT
and OPT local expenditures for bus services in any year shall be based initially upon the audited financial
statements for the fiscal year ending June 30, 2011 Local bus services expenditures shall include
assigned overhead without any consideration of federal or state financial assistance.The determination
of the CHT Share and OPT Share will be made each year thereafter based upon the most recent audited
annual local expenditures for bus service by both.
CHT may use a portion of the bus services funds provided in the Plan up to a maximum amount that
equals the CHT Share percentage of the prior year total receipts from the Orange County local vehicle
registration fee of$7.00 permitted by Article 52 of NCGS 105. OPT may use a portion of the bus services
funds provided in the Plan up to a maximum amount that equals the OPT Share percentage of the prior
year total receipts from the Orange County local vehicle registration fee of$7.00 permitted by Article 62
of NCGS 105.
The suggested scenario/formula below is drafted for future consideration by parties and
implementation partners upon the next deliberation of the Multi-Year Transit Vision Plan.
Purpose:Transit operators in Orange County are able to use one Locally Dedicated Transit Funding
Source (the County Vehicle Registration Tax, pursuant to N.C.G.S. 105-570, which is levied at$7.00 per
year)to supplement projected increased costs of existing, or baseline, services that were in operation
prior to the passage of the County's%cent sales tax dedicated to public transportation investment.
ICES Policy: An equitable formula is to be used in determining annual allocations of available funds from
the projects County Vehicle Registration Tax for each fiscal year to all operators providing services
within Orange County(Chapel Hill Transit, Orange Public Transit& GoTriangle).
Variables include:
• Total Revenue Service Hours for Fixed Route Bus Services, per provider, at the end of FY2013
• Total Expenditures for Fixed Route Bus Services, per provider, at the end of FY2013
• Average annual historical cost escalation rate, per provider,from FY2013 to current fiscal year
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• Mutually agreed upon cost escalation rate for upcoming fiscal year
Step one: Calculate ratio of Fixed Route Bus Revenue Service Hours operated by each agency in Orange
County at the end of FY2013.
NOTE: GoTriangle will need to account for estimated number of hours of revenue service and
associated costs operated ONLY within Orange County at end of FY2013.
Step two: Apply the ratio of each operator's revenue service hours to the upcoming fiscal year's County
Vehicle Registration Tax projected amount.These three individual ratios will be applied in Step five.
Step three: calculate the estimated increased cost of services from FY2013 by escalating Total
Expenditures for Fixed Route Bus Services, per provider, at the end of FY2013 (see NOTE for GoTriangle
above) using the average annual historical cost escalation rate, per provider, from FY2013 to current
fiscal year.
Step four:Through agency coordination, a mutually agreed upon escalation rate will be used to calculate
the upcoming fiscal year's projected costs for the continuation of baseline services from FY2013.
Step five: Apply the ratios realized in Step two to each operator's projected costs calculated in Step four.
This will indicate level of funding needed to support those FY2013 baseline services and associated
increased cost of those services in the upcoming fiscal year.
IF the sum of ICES calculated for the upcoming fiscal year for each agency in step five is greater than the
available amount of funding projected to be available from the County Vehicle Registration Tax funding
source,then each agency and its governing jurisdiction are responsible for funding for the balance from
other local funding sources not already dedicated to supporting local public transportation investments.
If the sum of ICES calculated for the upcoming fiscal year for each agency in step five is less than the
available amount of funding projected to be available from the County Vehicle Registration Tax funding
source,then the SWG will advise the Tax District and associated governing bodies on appropriate
allocation into reserves.
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Carryover Policy
Capital
• Orange County Tax District will work towards development and maintaining a capital
reserve fund
• Capital project allocations as defined by the transit plan will be reserved and can be
drawn on throughout the life of the project as per annual work plan programming
• Capital reserve fund dollars appropriated within the annual programming are
available for reimbursement requests for the duration of each project unless
subsequently amended by Board action or until project closeout.
o Upon project closeout, any leftover funds (surplus) will be released and made
available for future capital projects upon recommendation from the Orange
County Staff Working Group.
Operating
• Dollars appropriated in the operating fund will lapse at the end of the year as of
June 30
• Any unutilized operating funds will be returned to the operating fund balance for
future programming
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Bus Operating Cost Per Hour Policy
Transit agencies will be reimbursed for the following cost categories:
• Operations
• Fuel
• Maintenance
• Supervision of operators, safety, and maintenance staff
No overhead may be charged to the Tax District as part of bus service operations including service
planning, financial management, management of contracts with operators or interlocal agreements,
capital purchases, leasing of facilities, non-operations facility maintenance, etc. Those costs may be
requested and paid for through other Transit Plan projects subject to approval of the Transit Plan and
Annual Work Program.
The approval of the annual work program will include an estimated cost per hour for each agency.This
cost per hour should be consistent with the transit agency's overall cost per hour paid through other
funding sources.As such,the Transit Plan and local funding growth rates should be consistent when
controlling for any new or expanded services. If any agency requests an increase that exceeds 2.5%
compared to the previous year's Work Plan, transit agencies will be encouraged to submit a second
quarter amendment that will include documentation to the Staff Working Group to verify their budgets
meet this policy and be included as part of the recommendation of the amendment request. If the
increase is recommended by the Staff Working Group,the revised cost per hour will be the starting
point plus 2.5% increase for the following years cost per hour.
Reimbursements will be made based on the estimated cost per hour for quarters 1, 2, and 3. Quarter 4
will include a reconciliation based on the actual annual cost per hour.Transit agencies are expected to
complete the Durham Transit Reimbursement year-end reconciliation template that is included in the
reimbursement template. The cost per hour that is listed in the reconciliation template should be
consistent with other funding source cost per hours across the transit agency's network.
GoTriangle will use a consistent cost per hour across all three County Transit Plans (i.e., Durham, Orange
&Wake Counties).
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Exhibit A: GoTriangle Financial Policies & Procedures (for reference)
[INSERT GOTRIANGLE FINANCIAL POLICIES & PROCEDURES DOCUMENT AS EXHIBIT A]
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Attachment 3
Orange County Transit Work Program Amendment Policy
Following the adoption of the Orange County Transit Annual Work Program, project sponsors and Orange
County Transit lead agency staff may need to make changes to the scope or budget for approved Orange
County Transit Annual Work Program implementation elements;to add or remove implementation elements
from an applicable Work Program;or to make changes to other components of Orange County Transit Annual
Work Programs,such as the controlling components of project funding agreements that tie to Orange County
Transit Annual Work Program implementation elements(i.e.,agreement periods of performance or reporting
requirements),financial model assumptions that support the applicable Work Program, or scopes of work or
funding amounts for future programmed implementation elements. Project sponsors may also need or desire
for the operating funds allocated in an annual Work Program to be encumbered and carried over to a
subsequent Work Program budget.The policies and procedures for making these changes are outlined below.
Amendment Requests: Requests should be submitted to the SWG Administrator using an Orange County
Transit Annual Work Program Amendment Request Form in accordance with the published annual
amendment schedule.
Amendment Types:
1. The following Work Program amendment scenarios shall be classified as Minor
Amendments:
a. An amendment that requires a transfer between budget ordinance appropriations but requires
less than a 20%change to a project appropriation for projects equal to or less than $250,000;
b. Changes to any adopted financial assumptions supporting the applicable Work Program that
does not have a significant impact on the overall revenue or expenditure forecast, which is
defined to be no more than a one percent (1%) over the life of the plan;
c. Changes in reporting requirements for performance on implementation elements authorized in
the applicable Work Program;
d. Changes in funding amounts lessthan$250,000for implementation elements programmed in future
fiscal years;
e. Any other change that does not meet any of the criteria of a Minor Amendment is a Major
Amendment.
2. The following Work Program amendment scenarios shall be classified as Major
Amendments:
a. A project requested to be added to the Work Program.
b. A project requested to be removed from the Work Program.
c. Changes to any adopted financial assumptions supporting the applicable Work Program that
does have a significant impact on the overall revenue or expenditure forecast, which is defined
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to be more than a one percent (1%) over the life of the plan;
d. Changes in scope for implementation elements programmed in current and future fiscal years;
e. Any amendment that requires a transfer of funds between capital or operating funding
categories.
f. Any change that requires a change in budgeted reserves or fund balance.
3. Scenario where no amendment is required:
a. Transfers within the same budget ordinance (i.e., within a capital or operating funding category)
appropriation and insignificant scope changes are permitted without amendment.Changes of this
type shall be disclosed as part of the established quarterly reporting process.
Any changes to project funding allocations, and all requested Work Program amendments, shall comply with
the adopted Triangle Tax District-Orange County Transit Financial Policies and Procedures.
Multiple Amendments to Single Project:
If more than one amendment is requested for a single project in the adopted Operating Budget over the
course of a fiscal year, its classification as a Minor versus Major amendment will be based on the cumulative
change caused by all applicable amendments over the course of that fiscal year.
If more than one amendment is requested for a single project in the adopted Capital Budget over the life of
the project, regardless of fiscal year, its classification as a Minor versus Major amendment will be based on
the cumulative change caused by all applicable amendments over the life of the project.
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Removal of Work Program Projects:
If a project sponsor determines that a project or implementation element included in the operating or capital
budgets of an annual Work Program will not commence in the subject fiscal year or will not continue from a
previous fiscal year, as budgeted, the project sponsor shall request that the project be removed from the
annual Work Program.
If the project will commence in the subject fiscal year or continue from a previous fiscal year, as budgeted,
but will not make use of Triangle Tax District—Orange Operating Fund or Orange Capital Fund revenues,the
project sponsor is encouraged to notify Tax District staff of the change but is not required to request removal
of the project from the annual Work Program unless it is determined by Tax District staff that the originally
budgeted funding for the project is necessary to fund another Work Program amendment.
If a project sponsor determines that a project or implementation element included in the operating or capital
budgets of an annual Work Program will not make use of the full amount of funds originally budgeted, the
project sponsor is encouraged to submit an amendment request reducing the originally budgeted amount to
a more realistic amount.
Annual Work Program Amendment Schedule:
The Staff Working Group (SWG) Administrator, with input from the Orange SWG and additional GoTriangle
staff, will develop an annual Work Program Amendment Schedule that sets amendment request submission
deadlines and public review periods for the upcoming fiscal year.There are three amendment cycles detailed
on the schedule: 2nd, 3rd and 4tn quarter of the fiscal year.
The schedule will generally be consistent with DCHC MPO's Transportation Improvement Program (TIP)
amendment schedule in the event that Orange County Transit project amendments require TIP action.The SWG
may take exception outside the typical amendment cycle,through coordination with the MPO,where there is a
need to maintain eligibility for federal or state funding.
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Appendix: Roles and Responsibilities
Role of the SWG Administrator and Orange County Transit Lead Agencies
Per the Transit Governance ILA (2023), two of the three ILA parties have responsibilities as it relates to Work
Program Amendment facilitation. They are Orange County, and GoTriangle. They execute the work required
to ensure that Orange County Transit processes and SWG assigned tasks are completed in accordance with
applicable laws, regulations, policies, and other guidance. Both agencies play a role in processing Work
Program amendment requests and updating the Orange County Transit Annual Work Program Amendment
Policy.
The SWG Administrator will:
• Develop the annual Work Program Amendment Schedule.
• Update the Work Program amendment request form as needed.
• Manage the Orange County Transit Annual Work Program Amendment Policy update process
• Collect and review amendment request forms for completeness and/or technical issues
• Work closely with project sponsors to address questions and resolve technical issues pertaining to
amendment requests.
• Compile an initial amendment list that includes known information for each submitted request
and will update the list as new or additional information becomes available.
o The list shall clearly be grouped by amendment requests pertaining to operating
projects/implementation elements versus those pertaining to capital
projects/implementation elements and shall indicate whether the requests are Minor or
Major.
• Prepare and present Work Program amendment request information, including GoTriangle financial
slides, for review and consideration of the SWG, the Orange County Board of Commissioners, and
GoTriangle Board of Trustees at appropriate decision-making points.
• Open a public-review period for quarterly amendment requests.
o A review period of no less than 21days for Major amendments. If a mix of Major and Minor
requests are submitted,the 21-day requirement applies to all requests.
• Work with County and GoTriangle engagement staff to develop public notice content and materials
and then post on the GoForward/SWG website, share with SWG partners and otherwise support the
engagement effort.
• Include an engagement summary report with the recommended amendment list for Orange County
and GoTriangle governing board consideration.
• Forward all approved amendments and a list of actions that need to be taken to GoTriangle's Tax
District for processing.
• Track authorized amendments and by September each year, update the Orange County Transit
Annual Work Program database (if/when applicable), publish updated annual Work Program
documents on the GoForward/SWG websites.
GoTriangle staff will:
• Review submitted amendment requests to assess financial impacts of proposed changes.
• Model financial scenario options, when needed, and present them to the SWG for review
and discussion.
• Work with SWG Administrator/County staff to finalize financial dispositions for review and
consideration.
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• Produce slides detailing the financial impacts of requested amendments, submit them to the SWG
Administrator to be incorporated into a master presentation file, and present the information for
review and consideration of the SWG.
• Work with the SWG Administrator, County and GoTriangle to develop public notice content and
materials and then post on the GoForward, County and GoTriangle web pages, share with Orange
County Transit stakeholders and the community.
• Collect online analytics and performance data, public comments or questions, and other relevant
information from the engagement period and provide it to the SWG Administrator for inclusion in the
engagement summary report.
• Work with the SWG Administrator to make any needed adjustments to the financial components of
the amendment list and slides prior to presentation to the governing boards.
• Process all approved Work Program amendment requests which may include changes to budget
ordinance(s), changes to project agreements or other administrative actions.
• Ensure that links to the annual Orange County Transit Annual Work Program documents on the
GoForward, County and GoTriangle websites are working and directed at the updated Work Program
document(s) in September each year.
SWG Review and Recommendation:
SWG Administrator will consult with the SWG Chair regarding inclusion of Work Program amendment request
items on SWG meeting agendas. Time allocated for each SWG presentation is set by the Chair and published
on each agenda.SWG Administrator will provide the amendment request item description to be published on
the agenda,will submit a master presentation file for discussion during the meeting,and will provide the most
current amendment list, associated amendment request forms for SWG review and discussion.
The SWG can choose to re-categorize an amendment from Minor to Major, can recommend an adjustment,
attach contingencies, or otherwise recommend a modification to an amendment request, and will make a
recommendation to the Orange County Board of Commissioners and GoTriangle Board of Trustees for
approval or disapproval of Work Program amendment requests.
SWG Administrator shall document the recommendation of the SWG including specific details and concerns
that led to a recommended modification or disapproval of an amendment request.
Governing Board Review and Adoption:
The Orange County Board of Commissioners and the GoTriangle Board of Trustees shall review the amendment list,
disposition(s) and SWG recommendation and consider authorizing the Orange County Transit Annual Work
Program amendment requests. No amendments are authorized prior to board actions approving them. SWG
Administrator will coordinate with Orange County and GoTriangle staff to ensure timely placement of Work
Program amendment recommendations on agency agendas.
Adjustments to Roles and Responsibilities
Changes to the roles and responsibilities described within this appendix are classified as an administrative
modification that can be implemented without requiring an amendment to the Orange County Transit Annual
Work Program Amendment Policy, but must be agreed upon by the impacted agency, or other body which
may require a process to formalize.
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Attachment 4
BYLAWS AND OPERATING PROCEDURES
ORANGE STAFF WORKING GROUP
ARTICLE I—NAME
The name of this organization shall be the Orange Staff Working Group, hereinafter referred to as
the "Orange SWG".
ARTICLE II—PURPOSE
Article III of the Transit Governance Interlocal Agreement(Governance ILA) for the
implementation of the Orange County Transit Multi-Year Vision Plan established the Orange SWG
for the following purposes:
To coordinate the ongoing planning and implementation aspects of the Orange County
Transit Multi-Year Vision Plan as defined in the "Transit Governance Interlocal
Agreement Between Research Triangle Public Transportation Authority, Durham-
Chapel Hill-Carrboro Metropolitan Planning Organization, and Orange County,"
hereinafter referred to as the "ILA," fully executed by the three parties on
XX, 2023.
To serve in a structured advisory role to the Orange County Board of Commissioners, the
Research Triangle Public Transportation Authority(GoTriangle)Board of Trustees
and the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization(DCHC-
MPO) Board in their decision-making responsibilities outlined in the ILA related to
the implementation and ongoing maintenance of and updates to the Orange County
Transit Multi-Year Vision Plan(Multi-Year Vision Plan).
To review the Multi-Year Vision Plan at least every four years and recommend changes
to the managers and governing boards of Orange County, GoTriangle, and the
Durham-Chapel Hill-Carrboro Metropolitan Planning Organization (DCHC MPO).
To prepare and make recommendations to the Orange County Board of
Commissioners and GoTriangle's Board of Trustees for the Annual Transit
Work Program.
To prepare and communicate mid-year and annual progress reports on implementation
of the Orange County Transit Multi-Year Vision Plan.
To evaluate whether a material change, as further defined in supporting Financial
Policies &Procedures, to the Plan is necessitated, and if so,to recommend a course
of action to the managers of Orange County, GoTriangle, and the Durham-Chapel
Hill-Carrboro Metropolitan Planning Organization(DCHC MPO).
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ARTICLE III-RESPONSIBILITIES
As specified in the ILA, the responsibilities of the SWG shall include:
• Identification of one or more party(ies) to the ILA to serve as lead agency(ies) for each of
its responsibilities enumerated in Section 3.03 of the ILA
• Developing or delegating to one or more agencies the development of the detailed elements
of a multi-year service implementation plan, as defined in the ILA
• Developing or delegating to one or more agencies the development of templates containing
minimum standards for project status and financial reports for the Orange County Transit
Major Funds
• Receiving, reviewing and providing feedback on Q1, Enhanced Q2 Report, Q3and annual
financial plan and project status reports relating to the Orange County Transit Work
Program
• Designating or delegating to one or more agencies the designation of agencies responsible
for each respective implementation element, as defined in the ILA
• Developing or delegating to one or more agencies the development of a strategy or
incorporating or accounting for public outreach, involvement and communication the
Orange County Transit Work Program.
• Developing or delegating to one or more agencies the development of an articulated
strategy for each implementation element, as defined in the ILA, or agreement, which shall
include scope, geography,purpose and goals,processes for allowing amendments, and
processes for addressing Significant Concerns, as defined in the ILA
• Developing an ongoing schedule for completion of work products for which it is
responsible for producing.
ARTICLE IV—MEMBERS
Section 1 —Number and Qualifications:
As specified in the Governance ILA dated XX, 2023., a technical committee called
the Staff Working Group (SWG) is to be formed to facilitate implementation of the Orange
County Transit Multi-Year Vision Plan. . ,It is within the authority of the SWG's initial
membership to expand the committee's permanent voting and non-voting membership to include
additional members deemed necessary to fully execute the responsibilities of the SWG outlined in
the ILA. Expansion of permanent voting membership shall be considered an amendment subject to
the provisions of Article VI of these Bylaws. Each member agency's representative(s) shall be
appointed by action of the designated authority of each member. The Orange SWG shall include as
voting members:
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Primary ILA Signatories:
A. Orange County (2 representatives)
B. Durham-Chapel Hill-Carrboro MPO (2 representatives)
C. GoTriangle (2 representatives)
Additional Parties to SWG:
D. Town of Chapel Hill (2 representatives)
E. Town of Carrboro (1 representative)
F. Town of Hillsborough (1 representative)
G. City of Mebane (1 representative)
TOTAL 11 representatives
Representatives and alternates shall be designated by the chief executive officer,or her/his designee,
of each member agency. Designations shall be made in writing and submitted to the staff person
appointed to provide administrative support to the Orange SWG (hereinafter, "SWG
Administrator"). The SWG Administrator may not be appointed to the SWG as a representative of
the member-agency for which they work.
In addition to voting members, the following agencies shall have one (1) non-voting representative
participate in meetings:
a. Triangle J Council of Governments
b. University of North Carolina, Chapel Hill
Non-voting members of the SWG shall be authorized to attend regular and special meetings of the
SWG and may participate in discussions and deliberations on items coming before the SWG for its
consideration. An expansion of non-voting membership shall be considered an amendment to these
Bylaws subject to Article VI and may be executed by a simple majority vote of SWG members.
The SWG Administrator shall maintain an updated list of all designated representatives from both
voting and non-voting members at all times.
Section 2—Terms of Representation
There shall be no limitation on the length of time a voting member may serve on the SWG subject
to the authorization to do so by the respective agency's designated authority.
Section 3 —Alternates
Each member agency's designated authority may appoint an alternate to its primary
representative(s)provided each alternate also meets the same qualifications of membership. The
alternate member may serve as a full voting member during any meeting at which that agency's
representative (s) is/are not in attendance. Alternates must also be appointed by action of the
designated authority of each member in the same manner as regular voting members. Proxy and
absentee voting are not permitted. The agency responsible for administering the SWG shall
maintain an updated list of all designated alternate representatives from both voting and non-voting
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members at all times.
ARTICLE V—OFFICERS
Section 1 —Officers Defined:
The Orange SWG shall,upon majority vote of its present and eligible voting members, appoint one
voting member to act as Chair and one voting member to act as Vice-Chair. Chair and Vice Chair
cannot be from the same jurisdiction for any consecutive term.
Section 2—Elections:
The Chair and Vice Chair shall be elected annually at the first regularly scheduled meeting of the
fiscal year. The newly elected Chair and Vice-Chair shall take office immediately upon being
elected.
Section 3 —Terms of Office:
The term of office shall be one year. The Chair is limited to two consecutive terms. Each officer
shall hold office until his/her successor has been duly elected or until his/her earlier death,
resignation, disqualification, incapacity to serve, or removal from the SWG by his/her chief
executive officer.
Section 4—Duties of Officers:
The Chair shall call and preside over meetings and appoint subcommittees. For meetings held
jointly between the Orange and Durham Staff Working Groups, the responsibility for calling and
presiding over the meetings shall alternate between the two groups each year. The Chair shall
coordinate with the SWG Administrator in the development of meeting logistics, meeting agendas,
and summary meeting notes of the SWG's proceedings. The SWG Administrator shall maintain a
current copy of these Operating Procedures as an addendum to the Interlocal Implementation
Agreement, to be distributed to the public upon request.
In absence of the Chair, the Vice-Chair shall preside and complete all other duties of the Chair.
ARTICLE VI — MEETINGS
Section 1 —Clerk of the Committee
The SWG Administrator shall serve as the clerk of the SWG and an impartial member of the
SWG. They shall provide or otherwise delegate routine administrative services for the SWG, as
needed, and will be responsible for taking summary minutes of the SWG's proceedings and also
documenting all associated actions at each meeting. The SWG Administrator shall maintain a
current copy of these Bylaws, to be distributed to the Orange County Board of Commissioners,
DCHC MPO Board, and the GoTriangle Board of Trustees as required by the ILA and to the
public, upon request. When a vote is called by any voting member of the SWG, the SWG
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Administrator shall facilitate that vote as the impartial person administering the group. This allows
the Chair and/or Vice Chair to cast votes in their appropriate role.
Section 2 —Regular Meetings:
At the first regular meeting of each fiscal year(July 1 —June 30), in addition to electing a Chair and
Vice Chair,the SWG shall adopt a regular meeting schedule. Meetings may be held jointly with the
Durham County Staff Working Group. Meeting notices and agendas are to be distributed in
sufficient time for them to have been received by each Orange SWG member no later than three
business days prior to the meeting. Regular meetings may be canceled by the Chair should there be
insufficient business on the Orange SWG's tentative agenda. SWG meetings shall adhere to North
Carolina Public Meetings Laws (as referenced in N.C.G.S. 143-318.9:18)
Section 3 — Special Meetings:
Special meetings may be called by the Chair or at the request of the majority of the eligible voting
members. At least seven(7) days' notice shall be given.
Section 4—Quorums:
A quorum shall be when 7 of 11 SWG voting members appointed by the Parties to these Bylaws
are present for a SWG meeting.
Section 5—Attendance:
Each member shall be expected to attend each regular meeting and each special meeting provided
at least seven (7) days' notice is provided. Attendance and voting through virtual access or phone
call is allowable. A voting member may have an alternate to serve in her/his absence provided that:
(1) the SWG Administrator is notified prior to the meeting who the voting member is; and (2) the
alternate has been previously approved by the chief executive officer of the agency represented.
This notification shall authorize the alternate to act as a present and eligible voting member in the
member's absence. Meetings are open to attendance by the public.
Section 6—Agenda:
The agenda is a list of considerations for discussion at a meeting. Items on the agenda originate
as a carryover from previous Orange SWG meetings or are placed on the agenda prior to its
distribution by any voting or non-voting member of the Orange SWG. Additional items may be
placed on the regular agenda following discussion of the last item on the regular agenda, if a
majority concurrence of present and eligible voting members is received. Items may be placed on
the agenda by citizens with majority concurrence of the eligible voting members.
Section 7—Voting Procedures:
The Orange SWG will strive to reach consensus on recommendations. However, the Chair or any
member may call for a vote on any issue, provided the motion to vote is seconded and the issue is
within the purposes set forth in Article II and on the agenda as outlined in Section 6of this article.
During joint meetings of the Orange and Durham Staff Working Groups, votes shall be held
separately by each county SWG. Each voting member of the Orange SWG shall have one vote.
Voting members who are participating virtually or by phone are permitted to vote. A majority vote
of the members (or their authorized alternates) present and eligible to vote shall be sufficient for
approval of matters coming before the Orange SWG. The Chair is permitted to vote,however,non-
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voting members and unauthorized alternates are not permitted to vote. In the absence of any
direction from these Operating Procedures,Robert's Rules of Order shall govern voting procedures.
ARTICLE VI—AMENDMENTS TO OPERATING PROCEDURES
Amendments to these Operating Procedures of the Orange SWG shall require the affirmative vote
of all Orange SWG's eligible voting members, provided that written notice of the proposed
amendment has been received by each member at least seven(7) days prior to the meeting at which
the amendment is to be considered and provided that such amendment does not conflict with the
letter or fundamental intent of the Transit Governance Interlocal Agreement governing this
document. In the event of any conflict, the Transit Governance Interlocal Agreement shall carry
precedence over these Operating Procedures.
Approved by the Orange Staff Working Group on
Approved by the Orange County Board of Commissioners on
Approved by the GoTriangle Board of Trustees on
Approved by the DCHC MPO Policy Board on
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