SAFE Board of Directors

Capital Valley Regional Service Authority For Freeways & Expressways 1415 L Street, Suite 300 Sacramento, CA 95814 tel: 916.321.9000 fax: 916.321.9551 tdd: 916.321.9550 www.sacog.org SAFE Board of Directors December 10, 2015 09:45 a.m. (or after Consent Items on SACOG Board agenda) The Board may take up any agenda item at any time, regardless of the order listed. Public comment will be taken on the item at the time that it is taken up by the Board. We ask that members of the public complete a request to speak form, submit it to the Clerk of the Board, and keep their remarks brief. If several persons wish to address the board on a single item, the chair may impose a time limit on individual remarks at the beginning of the discussion. Action may be taken on any item on this agenda. Pledge of Allegiance Roll Call: Directors Aguiar-Curry, Ashby, Buckland, Cabaldon, Clerici, Crews, Davis, Duran, Flores, Frerichs, Griego, Hesch, Hodges, Jankovitz, Joiner, Kennedy, Miklos, Peters, Powers, Samayoa, Sander, Schenirer, Serna, Slowey, Stallard, Veerkamp, West, Wheeler, Winn, Young, Yuill, Vice Chair Rohan, Chair Saylor, and Ex-Officio Member Benipal Public Communications: (Any person wishing to address the Board on any item not on the agenda may do so at this time. After ten minutes of testimony, any additional testimony will be heard following the Action items.) Consent: 1. Approve Minutes of the September 17, 2015, Board Meeting 2. Capital Valley Regional Service Authority for Freeways and Expressways (CVR-SAFE) By-Laws (Mr. Concannon) 3. Capital Valley Regional Service Authority for Freeways and Expressways (CVR- SAFE) Conflict of Interest Code and Public Hearing (Mr. Concannon) Prepared by: Approved by: Mike McKeever Chief Executive Officer Don Saylor Chair This agenda and attachments are available on SACOG s website at www.sacog.org. SACOG is accessible to the disabled. As required by Section 202 of the Americans with Disabilities Act of 1990 and the Federal Rules and Regulations adopted in implementation thereof, a person who requires a modification or accommodation, auxiliary aids or services in order to participate in a public meeting, including receiving this agenda and attachments in an alternative format, should contact SACOG by phone at 916-321-9000, e-mail (sacog@sacog.org) or in person as soon as possible and preferably at least 72 hours prior to the meeting. Parking is available at 15 th and K Streets.

SAFE Board of Directors Item #15-12-1 Consent December 3, 2015 Approve Minutes of the September 17, 2015, Board Meeting Issue: The SAFE Board of Directors last met on September 17, 2015, for a regular SAFE Board meeting. Recommendation: Approve the minutes of the meeting as submitted. Discussion: Attached are the Draft Action Minutes of the September 17, 2015, SAFE Board meeting. Approved by: Mike McKeever Chief Executive Officer MM:le Attachment Key Staff: Sharon Sprowls, Senior Program Specialist, (916) 340-6235

Draft Action Minutes The SAFE Board of Directors met in regular session on September 17, 2015, in the SACOG Board Chambers located at 1415 L Street, Sacramento, CA 95814 at 9:30 a.m. Call To Order: Chair Saylor called the meeting to order at 9:40 a.m. Present: Absent: Directors Aguiar-Curry, Buckland, Clerici, Crews, Davis, Duran, Flores, Frerichs, Frost for Slowey, Griego, Hesch, Hodges, Jankovitz, Kennedy, Morin for Miklos, Peters, Powers, Samayoa, Stallard, Veerkamp, West, Yuill, Vice Chair Rohan, Chair Saylor, and Ex-Officio Member Flournoy Ashby, Cabaldon, Joiner, Sander, Serna, Schenirer, and Wheeler Public Communications: No one appeared to speak. Consent Calendar: It was moved, seconded (West/Peters) and passed by unanimous vote that the following Consent items be approved: 1. Approve Minutes of the June 18, 2015, Board Meeting 2. Approve Capitol Valley Regional Service Authority for Freeways and Expressways (CVR-SAFE) Call Box Modernization Contract Award Adjournment: The meeting adjourned at 9:41 a.m. Prepared by: Approved by: Mike McKeever Chief Executive Officer Don Saylor Chair

SAFE Board of Directors Item # 15-12-2 Consent December 3, 2015 Amend and Adopt Capital Valley Regional Service Authority for Freeways and Expressways (CVR-SAFE) By-Laws Issue: Should CVR-SAFE direct staff to prepare new By-law Amendments? Recommendation: The Transportation Committee recommends that the CVR-SAFE Board of Directors direct staff to develop additional By-law Amendments. Committee Action/Discussion: Several amendments to the CVR-SAFE By-laws were adopted in June 2015. At its September 3, 2015 meeting, Transportation Committee members asked for options to enable the CVR-SAFE Board representative from San Joaquin County to make motions on item recommendations to the CVR-SAFE Board of Directors. Staff has examined alternatives with legal counsel and determined that the CVR-SAFE Board could create a standing policy committee to recommend items to the full CVR-SAFE Board. This new policy committee could meet and adjourn during the time allotted to the Transportation Committee, similar to the process used to hold the CVR- SAFE Board meetings during the SACOG Board meeting. To establish a standing committee, Counsel recommends that the CVR-SAFE Board amend its By-laws by adding a section governing the establishment and operations of a standing committee, and appoint a regular committee that would meet at least twice annually. By-law additions are also recommended to provide for reimbursement of CVR-SAFE Directors for meeting attendance pursuant to SACOG s current policies, and for CVR-SAFE to formally adopt SACOG s purchasing policies. Following unanimous support at the Transportation Committee meeting, legal counsel prepared the attached amended bylaws for adoption by the CVR-SAFE Board of Directors. Approved by: Mike McKeever Chief Executive Officer MM:JC:ds Attachment Key Staff: Matt Carpenter, Director of Transportation Services, (916) 340-6276 Joe Concannon, Data Services Manager, (916) 340-6234 Mark Heiman, ITS/511Manager, (916) 340-6232 Kirk Trost, Chief Operating Officer/General Counsel, (916) 340-6210

CAPITOL VALLEY REGIONAL SERVICE AUTHORITY FOR FREEWAYS AND EXPRESSWAYS RESTATED AND AMENDED BYLAWS (Adopted, 2015) ARTICLE I: NAME The name of the Authority will be the Capitol Valley Regional Service Authority for Freeways and Expressways. The Authority may also be referred to as CVR SAFE. ARTICLE II: PURPOSE The purpose of the Authority will be the following: A. Authorize a $1.00 fee on vehicle registrations to design, purchase, install, and operate a motorist aid call box system on designated highways in Yolo, Sacramento, Yuba, San Joaquin, Sutter and El Dorado counties. B. Develop, operate and maintain the call box system on designated state highways within Yolo, Sacramento, Yuba, San Joaquin, Sutter and El Dorado counties. C. Work with the appropriate local and state agencies to implement and operate the call box system. D. Provide additional motorist aid related services and support as allowed by state law or regulation and available revenues. E. Provide contractual service for other SAFEs and call box systems. ARTICLE III: BOARD MEMBERSHIP The Authority will be composed of the following Board of Directors: Section 1: A. The Sacramento Area Council of Government's Board of Directors as set forth in the Joint Powers Agreement of the Sacramento Area Council of Governments, dated July 1, 2003. B. One member from the San Joaquin County Board of Supervisors C. One member representing the incorporated cities of San Joaquin County. 1

Section 2: The member representing San Joaquin County will be appointed by the San Joaquin County Board of Supervisors from its members. The member representing the incorporated cities of San Joaquin County will be appointed by the cities from among city council members. ARTICLE IV: OFFICERS A. Unless otherwise selected at the first CVR SAFE Board of Directors meeting of the calendar year, the Chair of the SACOG Board of Directors will serve as the Chair of the Authority s Board of Directors and the Vice Chair of the SACOG Board of Directors will serve as the Vice Chair of the Authority s Board of Directors. Authority will select one Board member as chair and one member as vice chair at its first regular meeting of the calendar year. B. In the temporary absence of the Chair, the Vice Chair will serve as Chair. C. The Secretary of the Authority will be the Sacramento Area Council of Government's Chief Executive Officer. ARTICLE V: POWERS AND DUTIES OF THE OFFICERS A. The Chair will preside at all meetings of the Authority Board of Directors. B. The Vice Chair will serve in the absence of the Chair. C. The Secretary will be responsible for preparing and distributing agendas, preparing minutes of each meeting, and maintaining all records of the Authority. ARTICLE VI: MEETINGS & VOTING A. The Authority will meet twice annually, or as needed, in conjunction with the Sacramento Area Council of Government's Board meetings. B. Special meetings may be called at the direction of the Chair or any six Board members. C. A quorum will consist of a majority of the voting Board members. Action of the Board shall require a majority of the voting Board members. D. All meetings will be called and conducted in accordance with the Ralph M. Brown Act. E. For purposes of Streets and Highways Code Section 2552, including the adoption of the Authority s annual budget, the unanimous affirmative vote of voting members representing any county or the cities within said county, present and voting at the meeting, shall constitute the unanimous affirmative vote of all voting members representing such county and the cities within said county. 2

ARTICLE VII: POLICIES AND PROCEDURES The Authority shall comply with all adopted policies and procedures of the Sacramento Area Council of Governments, including but not limited to the SACOG Purchasing Policies and Procedures, except when the Authority specifically adopts an alternative policy or procedure. ARTICLE VIII: COMMITTEES A. The CVR SAFE Transportation Committee is established as a standing committee of the Authority and shall meet twice annually or as needed. The CVR SAFE Transportation Committee shall review and make recommendations to the Authority s Board on matters related to funding and maintenance of the regional motorist aid and information system. The CVR SAFE Transportation Committee shall consist of Authority Board members who shall be appointed by the Chair to serve for one (1) year or as determined by the Chair. B. The Authority s Board may establish other standing committees as it deems appropriate for the conduct of Authority business. The Chair of the Authority may establish ad hoc committees with the concurrence of the Board. Committees may be composed of Board members, staff, the public, and/or any direct or indirect users of services provided by the Authority, and will be called to make recommendations on specific matters. C. The Chair of the Authority shall appoint all committee chairs. Committee meetings may be called by the committee Chair. D. A majority of the members of a committee shall constitute a quorum for the transaction of business. All actions of the committee shall require the affirmative vote of a majority of voting members. E. Notice and conduct of committee meetings shall be in accordance with the Ralph M. Brown Act. Meeting notices and agendas for standing committee meetings shall be mailed, faxed, and/or e mailed to each member of the Board. ARTICLE IX VII: BUDGET; FISCAL YEAR A. The fiscal year shall begin July 1st and end on June 30th. B. Prior to June 1st of each year, the Board shall review and provide comment on a preliminary budget for the upcoming fiscal year. C. Prior to July 1st of each year, the Board shall adopt a final budget for the upcoming fiscal year. 3

D. Cost Sharing: In a multi county SAFE, state law requires that additional vehicle registration fees be spent in each county in proportion to the additional vehicle fees revenues generated by that county, unless a disproportionate use ( cost sharing ) is approved by the donor counties. If the Authority s proposed annual budget projects cost sharing, the cost sharing shall be approved as part of the approval of the budget. ARTICLE X VIII_: BOARD OR COMMITTEE MEMBER EXPENSES A. Each member of the Board may be reimbursed for actual and necessary expenses incurred in the performance of his or her official duties. Each member of a committee may also be reimbursed for actual and necessary expenses incurred in participating in committee or Board meetings. B. Reimbursable expenses for attending local Board or committee meetings shall include actual automobile mileage at the IRS business rate currently in effect, or public transit fees incurred. Mileage or transit fees shall be documented on an expense reimbursement form and submitted to the Authority within fifteen (15) days of the meeting. C. When attending other authorized conferences, meetings, and training sessions, reimbursement to cover the actual cost of lodging, meals, and transportation may be specifically authorized by the Secretary of the Authority, consistent with the adopted SACOG Business Travel, Expense Report & Vehicles Policy. D. Reimbursement of Board or committee member expenses shall be limited to funds budgeted for that purpose. Reimbursement for Board or committee members making their own travel arrangements will not exceed the costs that would have been incurred had the arrangements been made by directly by the Authority. Reimbursement of a Board or committee member s expenses may be waived by an individual Director or Committee member, and in no event shall a reimbursement from the Authority s funds duplicate reimbursement from another public entity. Expense reimbursement forms and appropriate receipts verifying all claimed expenditures shall be submitted to the Authority within fifteen (15) days of completion of the travel. ARTICLE XI IX: AMENDMENTS These Bylaws be amended in the same manner as their adoption, i.e., by a majority of the Authority s voting Board members. 4

CERTIFICATE OF SECRETARY I, the undersigned, certify that I am presently the Secretary of the Capitol Valley Regional Service Authority for Freeways and Expressways and that the above Amended and Restated Bylaws, consisting of pages, are the Bylaws of the Authority as adopted at a meeting of the Board of Directors held on December 10, 2015. Dated: Secretary 5

SAFE Board of Directors Item # 15-12-3 Consent December 3, 2015 Adopt Capital Valley Regional Service Authority for Freeways and Expressways (CVR- SAFE) Conflict of Interest Code Issue: Should CVR-SAFE revise its Conflict of Interest Code? Recommendation: The Transportation Committee recommends that the CVR-SAFE Board of Directors adopt the revised Conflict of Interest Code. Committee Action/Discussion: The Fair Political Practices Commission requires every government agency to review its conflict-of-interest code biennially to determine if it must be amended. Staff is recommending that CVR-SAFE amend its Conflict of Interest Code for three purposes: 1) incorporate changes in employee classifications; 2) add members of the Transit Coordinating Committee; and 3) add a disclosure category that covers governmental and non-governmental entities. CVR-SAFE posted a public notice and distributed it to affected stakeholders. Attachments A Notice of Intent to Amend B Draft Conflict of Interest Code C Resolution Approved by: Mike McKeever Chief Executive Officer MM:EJ:ds Attachments Key Staff: Matt Carpenter, Director of Transportation Services, (916) 340-6276 Erik Johnson, Manager of Policy and Administration, (916) 340-6247 Joe Concannon, Data Services Manager, (916) 340-6234 Kirk Trost, Chief Operating Officer/General Counsel, (916) 340-6210

Attachment A NOTICE OF INTENTION TO AMEND THE CONFLICT OF INTEREST CODE OF CAPITOL VALLEY REGIONAL SERVICE AUTHORITY FOR FREEWAYS AND EXPRESSWAYS (SAFE) October 12, 2015 NOTICE IS HEREBY GIVEN that Capitol Valley Regional Service Authority for Freeways and Expressways (SAFE), pursuant to the authority vested in it by section 87306 of the Government Code, proposes amendment to its Conflict of Interest Code. All inquiries should be directed to the contact person listed below. SAFE proposes to amend its Conflict of Interest Code to include employee positions that involve the making or participation in the making of decisions that may foreseeably have a material effect on any financial interest, as set forth in subdivision (a) of section 87302 of the Government Code. The amendment carries out the purposes of the law and no other alternative would do so and be less burdensome to affected persons. Changes to the SAFE Conflict of Interest Code include: The proposed amendments revise the list of Designated Positions and make other technical changes to reflect the current job titles and organizational structure of SAFE. The amendments also adjust the Disclosure Categories designated for the listed positions based upon the job duties of those positions. Listed positions affected include employees, Board members, and Transit Coordinating Committee members. The proposed amended SAFE Conflict of Interest Code is attached. This notice and the proposed amended Code may also be accessed on SAFE s website at: http://www.sacog.org Questions regarding the proposed amended Code should be directed to the contact person listed below. A written comment period has been established commencing October 12, 2015 and ending November 30, 2015. Any interested person may submit written comments relating to the proposed amendment by submitting them no later than November 30, 2015 at 5:00 p.m. to the contact person listed below. The amended SAFE Conflict of Interest Code, and any written or verbal comments, shall be considered for adoption at SAFE Board of Director s meeting to be held December 10, 2015 at 9:45 a.m., 1415 L Street, Suite 300, Sacramento, California. SAFE has determined that the proposed amendments: 1. Impose no mandate on local agencies or school districts. 2. Impose no costs or savings on any state agency. 3. Impose no costs on any local agency or school district that are required to be reimbursed under Part 7 (commencing with Section 17500) of Division 4 of Title 2 of the Government Code. 4. Will not result in any nondiscretionary costs or savings to local agencies. 5. Will not result in any costs or savings in federal funding to the state. 6. Will not have any potential cost impact on private persons, businesses or small businesses. 1

All inquiries concerning this proposed amended Conflict of Interest Code and any communication required by this notice should be directed to: Erik Johnson Manager of Policy and Administration Sacramento Area Council of Governments 1415 L Street, Suite 300 Sacramento, CA 95814 Telephone: (916) 340-6247 Email: ejohnson@sacog.org 2

Attachment B CAPITOL VALLEY REGIONAL SERVICE AUTHORITY FOR FREEWAYS AND EXPRESSWAYS (SAFE) CONFLICT OF INTEREST CODE The Political Reform Act (Government Code Section 81000, et seq.) requires state and local government agencies to adopt and promulgate conflict of interest codes. The Fair Political Practices Commission has adopted a regulation (2 California Code of Regulations Section 18730) that contains the terms of a standard conflict of interest code, which can be incorporated by reference in an agency's code. After public notice and hearing, the standard code may be amended by the Fair Political Practices Commission to conform to amendments in the Political Reform Act. Therefore, the terms of 2 California Code of Regulations Section 18730 and any amendments to it duly adopted by the Fair Political Practices Commission are hereby incorporated by reference. This regulation and the attached Appendices, designating positions and establishing disclosure categories, shall constitute the conflict of interest code of the Capitol Valley Regional Service Authority for Freeways and Expressways (SAFE). Individuals holding designated positions shall file their statements of economic interests with SAFE, which will make the statements available for public inspection and reproduction. (Gov. Code, 81008.) All statements will be retained by SAFE. 1

CAPITOL VALLEY REGIONAL SERVICE AUTHORITY FOR FREEWAYS AND EXPRESSWAYS (SAFE) APPENDIX A DESIGNATED POSITIONS CLASSIFICATION DISCLOSURE CATEGORIES Members of the Board of Directors 1, 2, 4 Alternate Members of the Board of Directors 1, 2, 4 Ex Officio Member of the Board of Directors 1, 2, 4 Chief Executive Officer 1, 2, 4 Chief Operating Officer/General Counsel 1, 2, 4 Analyst II Land Use Planning 1, 2, 4 Analyst II Transportation Planning 1, 2, 4 Associate Analyst Land Use Planning 1, 2, 4 Associate Analyst Management Services 1 Associate Analyst Public Information 3, 4 Associate Analyst Transportation Planning 1, 2, 4 Data Services Manager 1, 4 Director of External Affairs and Member Services 1, 4 Director of Research and Analysis 1, 4 Director of Transportation Services 1, 2, 4 Finance Manager 1 Information Technology (IT) Administrator 3 Manager of ITS and 511 Programs 1 Manager of Policy and Administration 1 Members of the Transit Coordinating Committee 1, 2, 4 Planning Manager 1, 2, 4 Principal Program Expert 1, 2, 4 Senior Analyst Land Use Planning 1, 2, 4 Senior Analyst Public Information 1, 4 Senior Analyst Transportation 1, 4 Consultants * * Consultants/New Positions Consultants/new positions shall be included in the list of designated positions and shall disclose pursuant to the broadest disclosure category in the code, subject to the following limitation: The Chief Executive Officer may determine in writing that a particular consultant/new position, although a designated position, is hired to perform a range of duties that is limited in scope and thus is not required to comply fully with the disclosure requirements described in this section. Such determination shall include a description of the consultant's/new position s duties and, based upon that description, a statement of the extent of disclosure requirements. The Chief Executive Officer s determination is a public record and shall be retained for public inspection in the same manner and location as this conflict of interest code (Gov. Code, 81008). 2

CAPITOL VALLEY REGIONAL SERVICE AUTHORITY FOR FREEWAYS AND EXPRESSWAYS (SAFE) APPENDIX B DISCLOSURE CATEGORIES The disclosure categories listed below identify the types of investments, business positions, sources of income, or real property, which the designated employee must disclose for each disclosure category to which he or she is assigned. Category 1: All investments, business positions in business entities, and sources of income, including receipt of gifts, loans, and travel payments, from, business entities of the type that contract with, or provide services, goods, machinery, equipment, or services utilized by SAFE. Category 2: All interests in real property which is located in whole or in part within or not more than two (2) miles outside the jurisdiction of SAFE. Category 3: All investments, business positions in business entities, and sources of income, including receipt of gifts, loans, and travel payments, from, business entities of the type that contract with, or provide services, goods, machinery, equipment, or services purchased or leased by the designated position s division or unit of SAFE. Category 4: All investments, business positions in business entities, and sources of income, including receipt of gifts, loans, and travel payments, from entities (including non-profit entities) of the type to receive grants from or through SAFE. 3

Attachment C CAPITOL VALLEY REGIONAL SERVICE AUTHORITY FOR FREEWAYS AND EXPRESSWAYS RESOLUTION NO. 03 2015 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CAPITOL VALLEY REGIONAL SERVICE AUTHORITY FOR FREEWAYS AND EXPRESSWAYS AMENDING THE CONFLICT OF INTEREST CODE WHEREAS, the Political Reform Act requires local government agencies to adopt a Conflict of Interest Code enumerating specific agency positions which involve making or participating in making decisions which have a reasonably foreseeable material effect on any financial interest, and to designate disclosure categories for each position; WHEREAS, the Political Reform Act requires every local government agency to review its Conflict of Interest Code at least biennially; WHEREAS, the CVR SAFE Board of Directors now wishes to amend the Conflict of Interest Code to update the list of Designated Positions, adjust the Disclosure Categories for the Designated Positions, and make other technical changes which reflect the current organizational structure of CVR SAFE; and WHEREAS, CVR SAFE provided public notice of the proposed amendments to the Conflict of Interest Code, and held a public comment period from October 12, 2015 through November 30, 2015. NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Capitol Valley Regional Service Authority For Freeways And Expressways as follows: 1. The amended Conflict of Interest Code for CVR SAFE, which is attached hereto as Exhibit A, is hereby adopted. PASSED AND ADOPTED this 10th day of December, 2015, by the following vote on roll call:

Resolution No. 03 2015-2- December 10, 2015 AYES: NOES: ABSTAIN: ABSENT: Don Saylor Chair Mike McKeever Chief Executive Officer