Chair Matt Dukes Midwest City Mayor Vice-Chair Lynne Miller Norman Mayor Secretary/Treasurer Steven J. Gentling Guthrie Mayor association of central oklahoma governments Executive Director Mark W. Sweeney Central Oklahoma Regional Transit Authority Task Force September 19, 2018 2 p.m. ACOG Board Room, 4205 North Lincoln Blvd. Oklahoma City, Oklahoma 73105 I. Welcome and Introductions (Attachment I) AGENDA II. III. IV. Approval of August 15, 2018 RTA Task Force Meeting Minutes (Attachment II) Action Requested: Motion to approve August 15, 2018 minutes. Draft Trust Indenture Update... 45 minutes Action Requested: For review and comment. Schedule Future Council Workshops and Council Presentation of the RTA Trust Indenture... 15 minutes Action Requested: Schedule with member communities. V. Draft MOU between ACOG and the RTA Board for Interim Administrative Services... 15 minutes Action Requested: Consider recommending that the ACOG Board of Directors approve the MOU between ACOG and the RTA Board. VI. VII. VIII. Agreement for RTA Professional Services... 15 minutes Action Requested: Review proposed Professional Services Agreement and consider recommending that the ACOG Board of Directors approve the Agreement. New Business Adjourn Next Meeting: Wednesday, October 17, 2018, 2:00-4:00 p.m. 4205 N. Lincoln Blvd. Oklahoma City, OK 73105 405 234 2264 FAX: 234 2200 TDD/TTY: 7-1-1 Statewide www.acogok.org
Attachment I CENTRAL OKLAHOMA REGIONAL TRANSIT AUTHORITY TASK FORCE CITY NAME TITLE VOTING MEMBERSHIP CITY OF DEL CITY CITY OF EDMOND CITY OF MIDWEST CITY CITY OF MOORE CITY OF NORMAN Hon. Brian Linley Mayor Member Hon. Ken Bartlett Councilmember Alternate Hon. Elizabeth Waner Councilmember Member Hon. Victoria Caldwell Councilmember Alternate Hon. Matt Dukes Mayor Member Hon. Pat Byrne Councilmember Alternate Hon. Mark Hamm Councilmember Member Hon. Jason Blair Councilmember Alternate Cindy Rosenthal Former Mayor Member Hon. Lynne Miller Mayor Alternate CITY OF OKLAHOMA CITY No Designee Member Hon. Meg Salyer Councilmember Alternate TRANSIT PROVIDERS NAME TITLE NON-VOTING MEMBERSHIP COTPA Jason Ferbrache Administrator Advisory CART Kristapher Glenn Director Advisory Citylink-Edmond Harry Fenton Project Engineer Advisory PRIVATE SECTOR NAME TITLE NON-VOTING MEMBERSHIP Greater OKC Chamber Roy Williams President Advisory Derek Sparks Mgr/Gov't Relations Alternate Norman Chamber Tom Sherman Past Chairman Advisory OnTrac Marion Hutchison Chair, Exec. Comm. Advisory I
Attachment II CENTRAL OKLAHOMA REGIONAL TRANSIT AUTHORITY TASK FORCE MEETING MINUTES AUGUST 15, 2018, 10:00 A.M. ACOG BOARD ROOM, 4205 NORTH LINCOLN BLVD, OKLAHOMA CITY Voting Members and Alternates Present Hon. Ken Bartlett Hon. Elizabeth Waner Hon. Matt Dukes Hon. Mark Hamm Cindy Rosenthal Hon. Lynne Miller Hon. Meg Salyer City of Del City City of Moore City of Norman City of Norman City of Oklahoma City Non-Voting Members and Alternates Present Jason Ferbrache COTPA Derek Sparks Greater OKC Chamber Marion Hutchison OnTrac Members and Alternates Absent Hon. Brian Linley Victoria Caldwell Hon. Pat Byrne Kristapher Glenn Harry Fenton Roy Williams Tom Sherman Guests Present Pete White Ryan Wilson, Attorney Marsha Harrod, Attorney Larry Stevens, City Manager Randy Entz, Dir. Of Planning & Zoning Steve Commons, Asst. City Manager Steve Murdock, City Attorney Heather Poole, Asst. City Attorney Guy Henson, City Manager Beverly Mitchell Tim Lyon, Asst. City Manager Brooks Mitchell, City Manager Ediguar Kasirwa, Intern City of Del City CART Citylink-Edmond Greater OKC Chamber Norman Chamber Attorney Crow & Dunlevy COTPA City of Moore City of Mustang II-1
Guests Present (Cont.) Kathryn Walker, Asst City Attorney Stephen Holman, Councilmember Laura Johnson, Asst. City Manager James Cooper, School Teacher Tim Morgan, Associate Vice President Kathryn Holmes, Consultant City of Norman City of Norman City of Oklahoma City City of Oklahoma Parking Authority HNTB Corp Holmes & Associates ACOG Staff John Sharp Jennifer Sebesta Kathryn Wenger Hannah Nolen Stuart Campbell Hayden Harrison Conrad Aaron Charlotte Adcock Jennifer McCollum Gwendolyn Gordon Position Acting Executive Director Program Coordinator, TPS Program Coordinator, TPS Associate Planner, TPS Associate Planner, TPS Assistant Planner/System Performance, TPS GIS Technician, TPS Associate Planner, TPS Assistant Deputy Director/Economic Development Div. Dir. Admin. Assistant II-2
I. Welcome and Introductions Chair Cindy Rosenthal called the meeting to order. She welcomed everyone, and members and alternates introduced themselves and who they represent. II. III. Approval of May 16, 2018 RTA Task Force Meeting Minutes Task Force Member Meg Salyer moved to approve the May 16, 2018 meeting minutes. Task Force Member Lynne Miller seconded the motion. The motion carried. RTA Draft Trust Indenture Task Force Member Cindy Rosenthal emphasized this is a key decision that is being made about the Trust Indenture in creating a Regional Transit Authority. This is an important step in the process with potential to create a legal entity which can do the necessary work in securing federal funds for additional planning and updating. It will also be the legal entity in dealing with the railroads on right of way issues, and a move towards an actual operating system. She said we are five (5) years from election and three (3) - five (5) years from asking for additional funding. Kathryn Holmes said she first wanted to go over the background of how the Trust Agreement and Indenture was organized and why. Ms. Holmes said her original assumption was that all the cities on the Task Force would be the initial member jurisdictions in the Regional Transit Authority (RTA). However, she realized it might not work out that way because there may be Task Force cities who choose not to go forward as a member of the RTA. There may be new cities not currently part of the Task Force that may want to join. Once it is known who is part of the RTA, voting protocols can be adjusted and other decisions around the Directors can be finalized. She said, standing up the RTA sets the stage now for future decisions to be made. She said, the RTA as a legal entity, is crucial for the next level of planning, which will include right of way access, railroad negotiations, plan updates, route alignment, and design. Ms. Holmes said the funding that the Task Force members have put into ACOG is enough to carry the work going forward under the umbrella of the RTA entity for three (3) - five (5) years. Therefore, no new money is required from member cities to continue to participate as a member jurisdiction under the RTA. She explained that there would be no financial penalty if a current member jurisdiction should decide to withdraw their RTA membership prior to an election to levy a tax for funding. John Sharp presented the Task Force with two spreadsheet tables. Table 1 FY 2016 - FY 2018 was a summary of the first three (3) years of expenditures, totaling less than half a million dollars. Table 2 FY 2019 FY 2021 showed a possible future funding scenario. Ms. Holmes talked about the Interim Administrative Services document given to Task Force members. She said this agreement details that ACOG will agree with the new RTA to provide the II-3
staff support at no cost. John Sharp said this is something ACOG has been doing for the last 10 years and this document formalizes it. Section 1 Initial beneficiaries No change to section. Section 2 Opening paragraph No change to section Section 3 Distinction between beneficiaries and member jurisdictions No change to section Article II Name of trust Ms. Holmes said she selected Central Oklahoma Regional Transportation Authority (CORTA) as the entity name. She asked Task Force members if they wanted to keep the name or change it. There was a discussion among the members and Task Force Member Lynne Miller suggested to lead the name with the RTA since it has been talked about for years, becoming familiar to the public. Changing it may cause confusion, and even more time understanding what the RTA is. Task Force Member Cindy Rosenthal asked for a motion to adopt the name as Regional Transportation Authority of Central Oklahoma (RTA). Task Force Member Meg Salyer made a motion. Lynne Miller seconded the motion. The motion carried. Article III Pg.2 Definitions Ms. Holmes said she is adding Paratransit service to item F, Complementary transportation services. Item L Pg.3 Public Transportation Laura Johnson with the Oklahoma City City Manager s office had a question about the language of not including school buses or charter or sightseeing service or transportation that is used exclusively for school purposes. There was a discussion among the Task Force members and Kathryn Holmes said she will remove the language. She also agreed to remove charter and sightseeing services or transportation that is used exclusively for school purposes. Item H Pg.3 Fiscal Year Jason Ferbrache had a question for the group about whether all municipalities should be on a different fiscal year. Ms. Holmes said she had this open for conversation. II-4
Task Force Member Cindy Rosenthal asked for a motion to amend the definition of fiscal year to be consistent with the city budgets. Task Force Member Derek Sparks made the motion. Task Force Member Lynne Miller seconded the motion. The motion carried. Article III P2. Item F Complementary transportation services Task Force Member Meg Salyer made a motion to change the definition to the Federal Transit Authority language. Task Force Member Lynne Miller seconded the motion. The motion carried. Article IV pg. 4 Beneficiaries of Trust No change to section. Article V pg. 5 Purpose the trust No changes to section. Article VI pg. 6 6.1 Appointment of Directors Task Force Member Cindy Rosenthal asked to affirm a motion for a staggered 4-year term with a transition period tied to a successful election. Task Force Member Lynne Miller made the motion. Task Force Member Meg Salyer seconded the motion. The motion carried Article VI pg.8 6.6 Task Force Member Derek Sparks had a problem with the word substantial. He preferred the word relevant instead of substantial and replace the word relevant to conducive in the 6.6 paragraph. There was discussion among the Task Force members. There was also a discussion regarding the word professional. Task Force Member Cindy Rosenthal asked for a motion to strike paragraph 6.6 and leave it up to the judgement of local jurisdiction. Task Force Member Matt Dukes made a motion. Task Force Member Elizabeth Waner seconded the motion. The motion carried. Article VI pg. 6 6.8 There was discussion among the Task Force members on the definition of good moral character language. Holmes local legal counsel, Ryan Wilson said he agreed good moral character is antiquated, but it is a catch-all phrase. Task Force Member Elizabeth Waner made a motion to strike the phase is not of good moral character. Task Force Member Matt Dukes seconded the motion. The motion carried. II-5
Section VI pg. 10 6.10 b Election of Officers Jason Ferbrache said he thought the language reads as if the secretary is not an employee of RTA. Ms. Holmes said to strike the shall employ a secretary of the Directors to serve at their will, with compensation as set by the Directors, but to leave in place the language beginning with the Directors shall maintain complete and accurate records... Task Force Member Cindy Rosenthal asked for a motion to clean up language to allow Board of Director responsibility. Task Force Member Lynne Miller made motion. Task Force Member Elizabeth Waner seconded the motion. The motion carried. Section VI pg. 10 6.11 Voting Protocols Kathryn Holmes said she made a change to 6.11 I. There are two requirements to issue debt and the RTA board must approve by 66 percent weighted vote. The members of the governing body of the beneficiary must vote. There was a discussion among the Task Force members on the 66 percent weighted vote. Task Force Member Elizabeth Waner said she does not remember the discussion. Task Force Member Matt Dukes said his concern is that Oklahoma City and Norman would get together and exclude Midwest City, but the verbiage says they cannot. Task Force Member Cindy Rosenthal said that the intent was always to include smaller cities and that is the reason for the language in item G. and H. of item 6.11. After much discussion, it was affirmed that the 66 percent should be 67 percent. Mark Hamm made a motion to formally recognize 67 percent for weighted votes. The motion was seconded by Task Force Member Matt Dukes. The motion carried. Section VI pg.12 6.13 No Personal Liability Discussion to change language to remove the word charge from the sentence. Task Force Member Cindy Rosenthal said no motion was needed. Section VI pg.12 6.14 Meetings and Records There was a discussion among the Task Force members that after the word public to add at normal business hours. Task Force Member Cindy Rosenthal made a motion for provision to insert in section 6 or article 10 that language be drafted that the Board of Directors shall review apportionment and voting based on sales tax and population on a routine basis after each decennial census beginning in 2030. II-6
Task Force Member Lynne Miller made motion for the provision. Task Force Member Mark Hamm seconded the motion. The motion carried. Article VII Pg. 12 7.3b. Powers and Duties of the Directors Marsha Harrod suggested to include cooperative purchasing agreement so if another entity has a contract for a bus, they can buy off that contract that has been approved by the FTA. Ms. Holmes agreed to this change. There was a discussion in 7.3 paragraph on boundaries included in the trust and the boundary included in the election would incorporate a lot of people who would vote no. John Sharp said it was decided to take in full cities instead of precincts. Article VII Pg. 16 7.6 Ms. Holmes noted a change in the language to read: To utilize the provisions of the Local Development Act as such other acts authorized relating to the financing of regional transportation projects. Article VII Pg. 14 7.3 i Suggestion to add that the underwriter will sell all bonds. Article V II Pg. 16 7.7 e Ms. Holmes said to add federally recognized tribe after county. She said to also strike outside the district of the Authority. Article VII Pg. 16 7.8 Change language to read: To use or alter a road or highway or turnpike with permission of the Oklahoma Turnpike Authority. Article VII pg.17 7.11 Ms. Holmes added additional language that requires the Directors to have an audit on an annual basis. This sentence will go before the already existing paragraph. Article VII pg.17 7.13 a Discussion to add the language to establish a personnel performance and benefits system. Ms. Holmes suggested the following language: To employ such persons who are necessary to operate the public transportation system procedures and staff personnel and benefits. II-7
Task Force Member Cindy Rosenthal asked for motion to change the language to Kathryn Holmes suggestion. Task Force Member Lynne Miller made the motion. Task Force Member Mark Hamm seconded the motion. The motion carried. Article VII pg. 17 7.13 b A question came up regarding the purchasing procedures: Does it meet FTA requirements? Ms. Holmes suggested to change the language to read: Adopt and enforce procurement procedures, guidelines, and rules consistent with the procurement requirement of the Federal Transit Administration and Oklahoma City Purchasing Act that may be applicable. Article VII pg. 17 7.12 Task Force Member Ken Bartlett suggested to change the filing date. Ms. Holmes changed the language to read: To file a proposed budget no later than March 1 of each year with the governing body of Beneficiaries and operating and capital budget (s) for the next fiscal year. File a final budget within 30 days after adoption by the RTA. Article VIII pg. 18 Duration of Trust No changes to section Article IX pg. 18 Trust Estate No changes to section Article X pg. 20 10.1 c Annexation and Withdrawal Laura Johnson with Oklahoma City City Manager s Office wanted the language to be more specific. The beginning of the paragraph now read as At any time, within 120 days after the election. Article X pg. 20 10.2 c Added Territory: Effective Date of Taxes There was a discussion among the Task Force members on section 10.1 (c) (ii) on the financial obligation of the Authority that specifically relates to the unit. Article XII pg.26 13.3 Termination of Trust There was discussion among the Task Force members on the language in Article 13.3. Ms. Holmes decided to add new language to 13.3: Upon the termination of this Trust, the Directors shall wind up all affairs of this Trust, and pay all debts, expenses, and obligation, including bonds to the beneficiary based on the total contribution of the tax contributed by the beneficiary over the life of the Authority. II-8
Task Force Member Cindy Rosenthal asked to accept new language on 13.3. Task Force Member Elizabeth Waner made the motion. Task Force Member Ken Bartlett seconded the motion. The motion carried. Article XI pg. 25 11.1 a General provision Kathryn Holmes added to 11.2a and deleted 11.2 d to read: Before beginning the operation, the Board shall adopt Annual Operating Budget of the public transportation, including program of work specifying the Authority s anticipated revenue and expenses. Task Force Member Cindy Rosenthal asked for a motion on changes to 11.2. Task Force Member Elizabeth Waner made the motion. Task Force Member Lynne Miller seconded the motion. The motion carried. Article XI Financial Provisions 11.1 a Change the year ends to June 30. Kathryn Holmes said she will have the redline to the Task Force Members by August 22. She said she needed their changes to her by August 31, and the final circulation to the members September 10. IV. New Business None V. Adjourn There being no further business to discuss, the meeting adjourned at 1:22 p.m. II-9