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CC Resolution 12561RESOLUTION NO. 12561 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL ADOPTING CITIZEN'S BOND OVERSIGHT COMMITTEE MESURE O BYLAWS WHEREAS, The City of Campbell was successful at the election conducted on November 6, 2018 in obtaining authorization from the City's voters to issue up to $50 million aggregate principal amount of general obligation bonds ("Measure O"). As a condition of the Measure O authorization, the City is required to establish a Citizens' Bond Oversight Committee in order to ensure accountability; and WHEREAS, the City now desires to establish this Citizens' Bond Oversight Committee (the "Committee"); and WHEREAS, the Committee shall be subject to the Ralph M. Brown Public Meetings Act of the State of California, Government Code Section 54950 et seq. (the "Brown Act") and shall conduct its meetings in accordance with the provisions thereof. The City shall provide necessary administrative support to the Committee as shall be consistent with the Committee's purposes; and WHEREAS, the primary duties of the Committee shall be -to verify that bond proceeds were expended only for the purposes set forth in Measure O; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Campbell as follows: Section 1. The City Council hereby approves and adopts the City of Campbell Citizen's Bond Oversight Committee Measure O Bylaws (Exhibit A). Section 2. This resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED this 18t" day of February 2020, by the following roll call vote: AYES: Councilmembers: Waterman, Bybee, Gibbons, Landry NOES: Councilmembers: None ABSENT: Councilmembers: Resnikoff APPROVED: cuoom �A S��ndl Susan M. Landry, ayor ATTEST: AwvWendy od, City Clerk CITY OF CAMPBELL CITIZENS' BOND OVERSIGHT COMMITTEE MEASURE 0 BYLAWS Adopted by the City Council of the City on February 18, 2020 Section 1. Committee Established. The City of Campbell (the "City") was successful at the election conducted on November 6, 2018 (the "Bond Election") in obtaining authorization from the City's voters to issue up to $50 million aggregate principal amount of general obligation bonds ("Measure 0"). Pursuant to the Measure 0 authorization, the City now desires to establish this Citizens' Bond Oversight Committee (the "Committee") in order to achieve ensure accountability. The City Council of the City of Campbell (the "Council") hereby establishes the Committee, to be known as the"Citizens' Bond Oversight Committee for Measure 0," which shall have the duties and rights set forth in these bylaws. Section 2. Purposes. The Committee shall be subject to the Ralph M. Brown Public Meetings Act of the State of California, Government Code Section 54950 et seq. (the "Brown Act"), and shall conduct its meetings in accordance with the provisions thereof. The City shall provide necessary administrative support to the Committee as shall be consistent with the Committee's purposes. The proceeds of general obligation bonds issued pursuant to the authority of the Bond Election are hereinafter referred to as "bond proceeds." The Committee shall confine its review of City expenditures specifically to expenditures of bond proceeds generated under Measure O. Regular and deferred maintenance projects and all monies generated under other sources shall fall outside the scope of the Committee's review. Section 3. Duties. To carry out its stated purposes, the Committee shall perform only the following duties: 3.1 Inform the Public. The Committee shall inform the public concerning the City's expenditure of bond proceeds. In fulfilling this duty, all official communications of the Committee to either the Council or the public shall come from the chair of the Committee (the "Chair"), acting on behalf of the Committee. The Chair shall only release information that reflects the consensus view of the Committee. 3.2 Review Expenditures. The Committee shall review expenditure reports produced by the City to verify that bond proceeds were expended only for the purposes set forth in Measure O. 3.3 Annual Report. At least one time annually, commencing with the end of the first fiscal year in which any bond proceeds are expended, and continuing through the end of the fiscal year in which bond proceeds have been spent in full, the Committee shall prepare an annual written report, following the public issuance of the City's Comprehensive Annual Financial Report (CAFR) and associated audit reports, the findings of which shall be summarized by the Chair of the Committee to the Council in public session, which annual written report shall include the following: 1 (a) A statement indicating whether the City is in compliance with the spending requirements of the Measure 0 authorization; and (b) A summary of the Committee's proceedings and activities for the preceding year. Annual reports shall be posted on the City's website in accordance with Sections 7 and 8 hereto. 3.4 Duties of the Council, City Manager and Finance Director, or their Designees. Any of the Council, the City Manager, or the Finance Director, or any of their designees, as the Council shall determine, shall have the following powers reserved to it, and the Committee shall have no jurisdiction over the following types of activities: (a) Approval of contracts, (b) Approval of change orders, (c) Expenditures of bond funds, (d) Handling of all legal matters, (e) Approval of project prioritization, project plans, design and schedules, (f) Approval of all deferred maintenance plans, and (g) Approval of the sale of bonds. 3.5 Measure 0 Projects Only. In recognition of the fact that the Committee is charged with overseeing the expenditure of bond proceeds, the Council has not charged the Committee with responsibility for: (a) The establishment of priorities and order of construction for bond projects, which shall be made by the Council in its sole discretion. (b) The selection of architects, engineers, soils engineers, construction managers, project managers, CEQA consultants and such other professional service firms as are required to complete the project based on City criteria established by the Council in its sole discretion. (c) The approval of the design for each project including exterior materials, paint color, interior finishes, site plan and construction methods (modular vs. permanent), which shall be determined by the Council in its sole discretion. (d) The selection of independent audit firm(s), performance and financial audit consultants and such other consultants as are necessary to support the activities of the Committee. (e) The appointment or reappointment of qualified applicants to serve on 2 the Committee, based on criteria adopted in the Council's sole discretion. Section 4. Authorized Activities. 4.1 In order to perform the duties set forth in Section 3, the Committee may engage in activities authorized by the City, including: (a) Receive and review copies of the City's annual independent performance audit and annual independent financial audit. (b) Inspect facilities and grounds for which bond proceeds have been or will be expended, in accordance with any access procedure established by the City Manager. Section 5. Membership. 5.1 Number. The Committee shall consist of at least five members appointed by the Council, upon the recommendation of the City Manager and Finance Director from a list of candidates submitting written applications. Each of the five Council districts shall be represented by a member of the Committee, which member shall be a resident in such district. One additional member shall be appointed to represent the community at-large, on an alternate basis, which member shall be selected upon the recommendation of the City Manager and Finance Director from a list of candidates submitting written applications. Additional members of the community at-large may be appointed at the Council's sole discretion; however, the Council is only required to appoint five members to the Committee. 5.2 Qualification Standards. (a) To be a qualified person, Committee members must be at least 18 years of age. (b) Committee members may not be current employees, officials of the City or vendors, contractors or consultants of the City, or commissioners currently serving on commissions related to the City. 5.3 Ethics Rules Applicable to Committee: No Conflicts of Interest. Members of the Committee shall not be financially interested in City contracts, or engage in any activity for compensation that is in conflict with such member's duties described herein. The Committee is established to inform the public regarding the expenditure of bond proceeds. Committee members are not public officials of a government agency with decision-making authority within the meaning of the Political Reform Act of 1974, and the Committee is not a decision-making authority. By accepting appointment to the Committee, each member agrees to comply with the Ethics Policy Statement attached to these bylaws. 5.4 Term. Except as otherwise provided herein, each member shall serve a term of 3 years, commencing on the date of the first meeting of the Committee. No member may serve 3 more than 5 consecutive terms unless deemed necessary by the Council. 5.5 Appointment. Members of the Committee shall be appointed by the Council through the following process: (a) the City shall notify the public through its customary forums that it is accepting applications for Committee members, which may include posting in the City, advertising in the local newspapers, and/or posting notice on the City's website, as well as the solicitation of local groups for applications; (b) applications shall be made available at the City office and/or through the City's web site; (c) the City Manager or Finance Director will review the applications which have been submitted by the stated deadline; and (d) the City Manager or Finance Director will make recommendations to the Council with respect to appointment. Appointments shall be made by the Council upon approval by majority vote at an open meeting. Appointments shall be recorded in the Council minutes. 5.6 Removal; Vacancy. The Council may remove any Committee member for cause, which includes failure to attend two consecutive Committee meetings without reasonable excuse or for failure to comply with the Committee Ethics Policy. Upon a member's removal, the seat shall be declared vacant. The Council, in accordance with the established appointment process shall fill any vacancies on the Committee. The City shall make best efforts to fill vacancies within 90 days. Members whose terms have expired may continue to serve on the Committee until their successor has been appointed. In the event the City is unable to appoint members meeting the criteria listed in Section 5.1, the Committee may proceed with one or more vacancies. 5.7 Compensation. The Committee members shall not be compensated for their services. 5.8 Authority of Members. (a) Committee members shall not have the authority to direct staff of the City; (b) individual members of the Committee retain the right to address the Council as an individual or, on behalf of the Committee if said member has been authorized to do so by a majority vote of the Committee; and (c) the Committee shall have the right to request and receive only copies of any public records relating to Measure 0 funded projects. Section 6. Meetings of the Committee. 6.1 Regular Meetings. The Committee shall meet at least once a year, or more frequently as the Committee deems it necessary to discharge its duty, but no more frequently than quarterly. At the end of each meeting, the Committee shall identify the next approximate meeting date. 6.2 Location. All meetings shall be held within the City. 6.3 Procedures. All meetings shall be open to the public in accordance with the Brown Act. Meetings shall be conducted according to such additional procedural rules as the Committee may adopt. A majority of the number of Committee members shall constitute a quorum for the transaction of any business. Section 7. City Support. 7.1 Technical and Administrative Support. The City shall provide to the Committee necessary technical and administrative assistance in furtherance of its purposes and to publicize its conclusions. Such support shall include: 4 (a) preparation of and posting of public notices and agendas as required by the Brown Act, ensuring that all meetings notices and agendas are provided in the same manner as meetings of the City's Council; (b) provision of a meeting room, including any necessary audio/visual equipment; (c) preparation and copies of any documentary meeting materials, such as agendas, minutes and reports; (d) providing bond expenditure reports produced by the City for review at each meeting; (d) retention of all Committee records and reports; and (e) providing public access to Committee meeting minutes and reports on an Internet website maintained by the City. 7.2 Copies of Bond Audits. The City shall submit a copy of its annual bond financial audit and performance audit, prepared each fiscal year, to the Committee at the same time such audits are submitted to the Council, and in any event no later than June 1 of each year. In addition, if findings, recommendations or concerns are identified in such audits, within three months of receiving the audits, the City shall provide the Committee with responses to such findings. 7.3 Staff Support. A member of the City staff shall attend Committee meetings in order to report on the status of projects and the expenditure of bond proceeds. Section 8. Reports. The Committee must produce at least one annual report as referenced in Section 3.3. In addition, the Committee may report to the Council from time to time in order in order to inform the Council on the activities of the Committee. Any such reports shall be in writing and shall summarize the proceedings and activities conducted by the Committee. Such reports shall also be made available on the City's internet web site link to Measure 0 information. Section 9. Officers. The City Manager or Finance Director shall appoint the initial Chair for purposes of conducting the first meeting of the Committee. At the first meeting, the Committee shall elect by majority vote of its members the Chair and a vice-chair (the "Vice- Chair"), who shall act as Chair only when the Chair is absent. The Chair and Vice-Chair shall serve in such capacities for a term of two years, and may be re-elected by vote of a majority of the members of the Committee. Section 10. Amendment of Bylaws. These bylaws may be amended by the Council. Any amendment to these bylaws shall be approved by a majority vote of the Council. Section 11. Termination. The Committee shall automatically terminate and disband concurrently with the Committee's submission of the final Annual Report which reflects the final accounting of the expenditure of all Measure 0 monies. 5 CITIZENS' BOND OVERSIGHT COMMITTEE ETHICS POLICY STATEMENT This Ethics Policy Statement (this "Statement") provides general guidelines for Committee members in carrying out their responsibilities. Not all ethical issues that Committee members face are covered in this Statement. However, this Statement captures some of the critical areas that help define ethical and professional conduct for Committee members. The provisions of this Statement were developed from existing laws, rules, policies and procedures as well as from concepts that define generally accepted good business practices. Committee members are expected to strictly adhere to the provisions of this Ethics Policy. POLICY • CONFLICT OF INTEREST. A Committee member shall not make or influence a City decision related to: (1) any contract funded by bond proceeds, or(2) any construction project which will benefit the Committee member's outside employment, business, or a personal finance or benefit an immediate family member, such as a spouse, child or parent. • OUTSIDE EMPLOYMENT. A Committee member shall not use his or her authority over a particular matter to negotiate future employment with any person or organization that relates to: (1) any contract funded by bond proceeds, or(2) any construction project. A Committee member shall not make or influence a City decision related to any construction project involving the interest of a person with whom the member has an agreement concerning current or future employment, or remuneration of any kind. For a period of two (2) years after leaving the Committee, a former Committee member may not represent any person or organization for compensation in connection with any matter pending before the City that, as a Committee member, he or she participated in personally and substantially. Specifically, for a period of two (2) years after leaving the Committee, a former Committee member and the companies and businesses for which the member works shall be prohibited from contracting with the City with respect to: (1) bidding on projects funded by the bond proceeds; and (2) any construction project. • COMMITMENT TO UPHOLD LAW. A Committee member shall uphold the federal and California Constitutions, the laws and regulations of the United States and the State of California and all other applicable government entities, and the policies, procedures, rules and regulations of the City. • COMMITMENT TO CITY. A Committee member shall place the interests of the City above any personal or business interest of the member. 6