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HomeMy WebLinkAboutDoc 620 - Amend Coop Agrmt - Bend MPOE 1. Deschutes County Board of Commissioners 1300 NW Wall St., Suite 200, Bend, OR 97701 -196( (541) 388 -6570 - Fax (541) 385 -3202 - www.dcschutes.or AGENDA REQUEST & STAFF REPORT For Board Business Meeting of October 28, 2009 Please see directions for completing this document on the next page. DATE: October 15, 2009 FROM: Tom Blust ROAD 322 -7105 TITLE OF AGENDA ITEM: Consideration of Board signature of Document 2009 -620, an Amendment to the Intergovernmental Cooperative Agreement Establishing the Bend Metropolitan Planning Organization PUBLIC HEARING ON THIS DATE? NO BACKGROUND AND POLICY IMPLICATIONS: The Bend Metropolitan Planning Organization (BMPO) was established in 2002 through an agreem nt between the City of Bend, Deschutes County and the State of Oregon, acting by and through ODOT. Since the establishment of the BMPO in 2002, various issues about the structure and governance of the BMPO have been discussed at BMPO Policy Board meetings. The proposed Amendment to this IG A addresses these issues. The most substantive change to the IGA is moving the Policy Board and various sub - committee governance rules from the IGA to the BMPO Policy Board Bylaws. The newly adopted BMPO Bylaws are attached for reference. Commissioner Dennis Luke is currently Deschutes County's representative on the BMPO Policy Board. FISCAL IMPLICATIONS: Deschutes County commits staff time to attend BMPO Policy Board and Technical Advisory Committee meetings. The BMPO staff is supported primarily by federal funds through the Federal Highway Surface Transportation Program. RECOMMENDATION & ACTION REQUESTED: The Road Department recommends Board signature of Document 2009 -620. ATTENDANCE: Tom Blust DISTRIBUTION OF DOCUMENTS: Send original signed document to: Tyler Deke, Bend MPO Manager, 575 NE 15th St., Bend, OR 9;701 Copy to Wanda Kunz, Road Department (322 -7103) DESCHUTES COUNTY DOCUMENT SUMMARY (NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form electronically to the Board Secretary.) Date: 10/21/09 Please complete all sections above the Official Review line. Department: Contractor /Supplier /Consultant Name: Contractor Contact: Type of Document: IGA Goods and /or Services: Intergovernmental Agreement establishing the Bend Metropolitan Planning Organization. N /A ROAD Contractor Phone #: Background & History: The Bend Metropolitan Planning Organization (BMPO) was established in 2002 through an agreement between the City of Bend, Deschutes County and the State of Oregon, acting by and through ODOT. Since the establishment of the BMPO in 2002, various issues about the structure and governance of the BMPO have been discussed at BMPO Policy Board meetings. The proposed Amendment to this IGA addresses these issues. The most substantive change to the IGA is moving the Policy Board and various sub - committee governance rules from the IGA to the BMPO Policy Board Bylaws. The newly adopted BMPO Bylaws are attached for reference. Commissioner Dennis Luke is currently Deschutes County's representative on the BMPO Policy Board. Agreement Starting Date: Annual Value or Total Payment: N /A Ending Date: U Insurance Certificate Received check box) Insurance Expiration Date: Check all that apply: RFP, Solicitation or Bid Process ❑ Informal quotes ( <$150K) ❑ Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37) Funding Source: (Included in current budget? ® Yes No If No, has budget amendment been submitted? ❑ Yes ❑ No Is this a Grant Agreement providing revenue to the County? ❑ Yes ® No 10/21/2009 Special conditions attached to this grant: Deadlines for reporting to the grantor: If a new FTE will be hired with grant funds, confirm that Personnel has been notified that it is a grant- funded position so that this will be noted in the offer letter: ❑ Yes U No Contact information for the person responsible for grant compliance: Name: Phone #: Departmental Contact and Title: Tom Blust, Road Department Director Phone #: 322 -7105 Department Director Approval: Signature Date Distribution of Document: Signed originals to: Tyler Deke, Bend MPO Manager, 575 NE 15th St., Bend, OR 97701 Copy to: Wanda Kunz, Road Department (322 -7103) Official Review: County Signature Required (check one): ❑ BOCC ❑ Department Director (if <$25K) ❑ Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. Legal Review Date Document Number 10/21/2009 REVIEWED LEGAL COUNSEL For Recording Stamp Only AMENDMENT TO INTERGOVERNMENTAL COOPERATIVE AGREEMENT ESTABLISHING THE BEND METROPOLITAN PLANNING ORGANIZATION That certain agreement, INTERGOVERNMENTAL COOPERATIVE AGREEMENT ESTABLISHING THE BEND METROPOLITAN PLANNING ORGANIZATION made and entered into as of December 16, 2002 by and between the City of Bend ( "City "), Deschutes County ( "County "), and the State of Oregon, acting by and through its Department of Transportation ( "ODOT "), is hereby amended, effective upon signing by all parties. The above listed agreement is amended, and replaced in its entirety with the following: 1. Introduction Based on the results of the US 2000 Census, the Bend Urbanized Area has exceeded 50,000 in population. Federal regulations (23CFR part 450) requires that an MPO be designated for the area to conduct a continuing, cooperative and comprehensive transportation planning process that results in plans and programs that consider all transportation modes and supports metropolitan community development and social goals. 23CFR part 450 also allows ODOT to be a voting member of any policy boards created under the rules of 23CFR part 450. The plans and programs shall lead to the development and operation of an integrated, intermodal transportation system that facilitates the efficient, economic movement of people and freight. ORS 190.110 and 283.110, allow state agencies to enter into cooperative agreements with units of local government or other state agencies for the performance of any or all functions and activities that a party to the agreement, its officers, or agents have the authority to perform. ORS 190.010 allows units of local government to join together to form intergovernmental entities, and enter into cooperative agreements for the performance of any or all functions and activities that a party to the agreement, its officers, or agents have the authority to perform. Pursuant to these statutes and regulations, an intergovernmental entity is hereby created by City and County by way of this agreement, to be called the Bend C: \Documents and Settings \blust \My Documents \ WORD \MISC \ BMPO_Final IGA_BMPO Establishment amend 2009.doc Metropolitan Planning Organization ( "BMPO ") located at 710 NW Wall Street, Bend, Oregon 97701. This agreement shall be governed and construed in accordance with the laws of the State of Oregon. 2. Purpose 2.1 The purpose of the BMPO is to carry out planning, coordination and integration of activities necessary to maintain a comprehensive, cooperative, and continuing multi- agency transportation planning program; and further, as specified by the Policy Board of the BMPO, carry out other related specific tasks including implementation thereof. 2.2The BMPO will establish a setting in which to undertake effective decision - making processes regarding transportation in the metropolitan area of Bend; evaluate transportation alternatives that are realistic and scaled to address the needs of the metropolitan area; develop and maintain a long range transportation plan for the metropolitan area which covers a 20 year planning horizon; and develop a Transportation Improvement Program ( "TIP ") to establish how transportation funding will be used for regional transportation purposes to address the modernization, operation and maintenance of transportation facilities and services needs within the BMPO 2.3The BMPO shall promote public participation in the decision making process through public meetings. The BMPO shall exercise leadership and initiative in planning and assisting development of efficient, integrated transportation system facilities and services in the Bend metropolitan area. 2.4 The area within the BMPO includes the urban area as defined by the 2000 U.S. census plus all area within the Urban Growth Boundary (UGB) and other additional areas that may be annexed to accommodate expected growth and anticipated development for the next twenty years. The areas included outside of the Urban Growth Boundary can be described as Deschutes River Woods to the South, the Woodside Ranch area, and areas East and North of the UGB as indicated in Appendix A (map). Based upon the 2000 census count, this area qualifies as a U.S. Census designated Urban Area. 3. Governing Body of BMPO 3.1 The BMPO Policy Board shall be the governing body of BMPO and shall consist of representatives appointed by each governing body of each party to this Intergovernmental Agreement as required by 23USC135 3.2The Policy Board shall adopt bylaws to govern the Policy Board membership, terms of office, and other operating details of the BMPO. 3.2.1 The adopted bylaws shall be attached to this Agreement. Prior to any amendment or repeal of the bylaws, the Policy Board shall give C: \Documents and Settings \blust \My Documents \ WORD \ MISC \ BMPO_Final IGA_BMPO Establishment amend_2009.doc a 30 day written notice to all parties to this Agreement with a copy of the draft amendments. 3.2.2 If any party to this Agreement objects in writing to the proposed amendments within the 30 day notice period, the amendments will not become effective. Rather, the Policy Board will consider the objections and propose revised bylaw amendments utilizing the procedure outlined in Paragraph 3.2.1. 3.2.3 If no party to this Agreement objects to the proposed bylaw amendments pursuant to Paragraph 3.2.2, the Policy Board may adopt the amended bylaws by a unanimous vote. 3.2.4 Amended bylaws will be attached to this Agreement for reference. 4. Powers and Responsibilities of BMPO 4.1 The BMPO Policy Board is responsible for all actions, agreements, and functions to be carried out by the Bend Metropolitan Planning Organization. To this end, the BMPO may: 4.1.1 Serve in a review capacity to insure that all federal and state assisted development projects are consistent with integrated regional transportation plans and programs; 4.1.2 Accept contributions and grants -in -aid; 4.1.3 Contract with the Federal Government for planning assistance and other transportation- related planning projects, products, and services; 4.1.4 Contract for the provision and receipt of planning or associated products or services; 4.1.5 Administer grants, Planning Funds (Federal Highway Administration "FHWA" funds) and Federal Transit Administration "FTA" funds; 4.1.6 Own property, facilities and equipment; 4.1.7 Incur debt, subject to Oregon Constitution Article II, Sections 9 and 10; 4.1.8 Issue bonds; 4.1.9 Maintain financial records, supporting documentation for financial records and records relating to procurement and management of contracts for implementation of its work plan shall be kept in compliance with applicable state and federal requirements; C: \Documents and Settings \blust \My Documents \WORD \MISC \BMPO_Final IGA_BMPO Establishment amend 2009.doc 4.1.10 Take such other and further actions as are reasonably necessary to carry out its responsibilities. 4.2 The BMPO is responsible for development of the following essential products: 4.2.1 Regional Transportation Plan; 4.2.2 Unified Planning Work Program ( "UPWP ") and Annual Budget; 4.2.3 Transportation Improvement Program ( "TIP ") the program that establishes a blueprint for the use of transportation resources to meet the capital and operating needs of the BMPO; 4.2.4 Annual audit of BMPO activities; and 4.2.5 Other products deemed essential may be authorized by the Policy Board as specified in the UPWP. 5. BMPO Finances 5.1 The fiscal year for the BMPO shall commence on July 1 of each year. BMPO shall comply with ORS 294.900- 294.930 5.2 The BMPO shall have the power to receive funds from any public or private source including, but not limited to, the federal, state and local governments, voluntary associations, non - profit corporations, firms, partnerships, or person or any combination thereof, bequests, donations, devices, grants and gifts of all kinds of property. 5.3 The BMPO Policy Board Chair shall call for an annual audit of the financial affairs of the BMPO to be made by a certified public accountant selected by the members of the BMPO Policy Board at the end of each federal fiscal year. The audit is a public record, and shall be made available to all BMPO Parties. 6. BMPO Staff 6.1 The BMPO will remain a separate entity from the City and County, and any Party, with a separate budget, its own governing board and separate operating principles as outlined in this IGA. 6.2 The BMPO may contract for support staff or hire staff as necessary, including legal counsel. The BMPO staff consists of a Manager and supporting staff personnel. The Manager of the BMPO shall report directly to and take direction from the BMPO Policy Board. Supporting staff personnel shall report directly to and take direction from the Manager. C: \Documents and Settings \ blust \ My Documents \ WORD \ MISC \ BMPO_Final IGA_BMPO Establishment amend 2009.doc 6.3 The BMPO Policy Board will be responsible for maintaining an agreement with a local entity for staffing of the MPO. The agreement must include a description of how autonomy will be retained, including descriptions of where the agency will be housed, who will staff the agency, and whether there will be any overlap with Parties regarding employee responsibilities. 6.4 BMPO member units may donate personnel to serve as staff to the BMPO, subject to the provisions of Section 8. 7 No Joint and Several Liability 7.1 Parties are not jointly and severally liable with other parties for any tort (as defined by ORS 30.260(8)) committed by an elected or appointed official, employee or agent of such party acting in connection with this agreement, nor in connection with the BMPO. 7.2 Nothing in this agreement shall be construed to increase tort liability that Party would otherwise have under Oregon Law. 7.3 Obligations of BMPO arising from contract or quasi contract shall be the obligations of BMPO alone, and parties are not jointly and severally liable for such obligations, unless one or more of the parties agree, in writing, to individually guarantee performance of a specific obligation. 8. Employment Liabilities. Each Party shall be responsible for any and all claims arising from its respective employer /employee relationships with respect to any donated employee of the Party during any time that the employee of the Party is working on BMPO matters. For the purpose of this agreement, elected and appointed public officials are included in the employer /employee relationship. Examples of the employer /employee relationship include selection, termination, discipline, benefits and equal employment opportunity issues. Each Party shall provide its own Workers' Compensation coverage as provided by law with respect to any employee of the Party during any time that the employee of the Party is working on BMPO matters. 9. Effectiveness, Duration, Termination and Withdrawal 9.1 This agreement and the formation of BMPO shall be effective upon the adoption by ordinance of this agreement by the City and County, and upon approval of the agreement by the Oregon Transportation Commission for ODOT, and upon designation of the BMPO by the Governor of Oregon. 9.2 This agreement shall be perpetual unless terminated by agreement of all Parties hereto. C: \Documents and Settings \ blust \ My Documents \ WORD \ MISC \ BMPO_Final IGA_BMPO Establishment amend 2009.doc On November 14, 2002, the Oregon Transportation Commission approved this agreement. At that time, the Commission authorized the Deputy Director, Transportation Development Division to execute this agreement. IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their seals as of the day and year hereinafter written. Dated: CITY OF BEND By: Title: Kathie Eckman, Mayor Dated this ATTEST: of 2009 BOARD OF COUNTY COMMISSIONERS Recording Secretary For Recommended Approval: By: Title: Robert Bryant, ODOT Region 4 TAMMY BANEY, CHAIR DENNIS R. LUKE, VICE -CHAIR ALAN UNGER, COMMISSIONER STATE OF OREGON, By and through its Department of Transportation Title: Deputy Director, Transportation Development C: \Documents and Settings \ blust \ My Documents \ WORD \ MISC \ BMPO_Final IGA_BMPO Establishment amend 2009.doc Approved for ODOT for Legal Sufficiency By: Assistant Attorney General C: \Documents and Settings \ blust \ My Documents \WORD \MISC \BMPO_Final IGA_BMPO Establishment amend 2009.doc Bend Metropolitan Planning Organization Policy Board Bylaws Article I Name The governing body of the Bend Metropolitan Planning Organization, established pursuant to the Governor's Metropolitan Planning Organization designation letter, dated December 11, 2002, shall be known as the BMPO Policy Board. Article II Purpose The purpose of the BMPO Policy Board is as follows: a. To carry out planning, coordination and integration of activities necessary to maintain a comprehensive, cooperative, and continuing multi- agency transportation planning program; and further, as specified by the BMPO Policy Board, carry out other related specific tasks including implementation thereof. b. Establish a setting in which to undertake effective decision - making processes regarding transportation in the City of Bend metropolitan area; evaluate transportation alternatives that are realistic and scaled to address the needs of the metropolitan area; develop and maintain a long range transportation plan for the metropolitan area which covers a 20 year planning horizon; and develop a Transportation Improvement Program ( "TIP ") to establish how transportation funding will be used for regional transportation purposes to address the modernization, operation and maintenance of transportation facilities and services needs within the BMPO. c. Promote public participation in the decision making process through public meetings. The BMPO shall exercise leadership and initiative in planning and assisting development of efficient, integrated transportation system facilities and services in the Bend metropolitan area. d. The area within the BMPO includes the urban area as defined by the 2000 U.S. census plus all area within the City of Bend Urban Growth Boundary (UGB) and other additional areas that may be annexed to accommodate expected growth and anticipated development for the next twenty years. The areas included outside of the Urban Growth Boundary can be described as Deschutes River Woods area to the South, the Woodside Ranch area, and areas to the East and North as indicated in the BMPO Boundary Map (Attachment A). Based upon the 2000 census count, this area qualifies as a U.S. Census designated Urban Area. 1 Article III Membership and Voting a. The BMPO Policy Board shall consist of representatives appointed by the governing body of each party to this Intergovernmental Agreement. b. The Policy Board shall consist of the following members: Members Votes City of Bend 3 1 Deschutes County 1 1 Oregon Department of Transportation 1 1 Total 5 3 c. Approval by a simple majority of the voting members will constitute passage of any action; except for amendment of the Bylaws, which is governed by the process in Article VIII. d. The City of Bend representatives shall be members of the City Council. The City of Bend representatives shall vote among themselves. The majority vote shall determine the City's vote. e. The Deschutes County representative shall be a member of the County Commission. f. The Oregon Department of Transportation Region 4 Manager or designee shall serve as the ODOT representative. g. The BMPO Policy Board may appoint non - voting members that represent alternate travel modes, the business community, freight community, or other interests deemed appropriate. h. As future major transportation providers form, such as a Transit District, they shall be added to the Policy Board by way of amendment to IGA No. 20395 and these bylaws, and become a party hereto. i. Alternates may be appointed to serve in the absence of the voting members. j. Alternates will be individuals in a position to represent the policy interests of their jurisdiction. k. Terms for all members and alternates listed above commence on January 1 of each year. 2 I. Each voting member of the Policy Board shall hold office until the party he or she represents appoints a successor. Article IV Policy Board Members, Terms of Office, Officers and Meetings a. The BMPO Policy Board shall elect the following officers at its first meeting of the calendar year to serve for that year: Chair and Vice Chair. In the absence of the Chair, or upon her /his inability to act or serve, the Vice Chair shall have the powers of the Chair. The Chair and Vice Chair will serve without compensation and shall serve for a period of one year, renewable. b. The BMPO Policy Board shall be responsible for the management, supervision, policy and direction of all programs, functions and activities established and operated under BMPO. At the first meeting of each calendar year, the BMPO Policy Board shall designate an Administrative Officer who shall account for the financial matters of BMPO and handle other necessary administrative functions. c. A vacancy on the BMPO Policy Board shall be filled by the party that appointed the member who created the vacancy. d. Any conflict of interest of a BMPO Policy board member must be stated prior to discussion of that particular agenda item. Article V Meetings, Conduct of Meetings, Quorum a. Regular meetings of the BMPO Policy Board will be held monthly at a time and place established by the chair. b. Special or emergency meetings may be called by the chair or a majority of the membership. In the absence of a quorum at a regular monthly meeting or a special meeting, the chair may call a special or emergency meeting, including membership participation and vote by telephone, for deliberation and action on any matters requiring consideration prior to the next meeting. The minutes shall describe the circumstances justifying membership participation by telephone and the actual emergency for any meeting called on less than 24 hours' notice. c. BMPO business may not be conducted without a quorum of the voting members. A quorum consists of the representatives from the Oregon Department of Transportation and Deschutes County, and two of the three City of Bend representatives. d. All meetings shall be conducted in accordance with Robert's Rules of Order and the Public Meeting Laws of Oregon. 3 e. Any of the Committees described below may establish other rules of procedure as deemed necessary for the conduct of business. f. The Administrative Officer shall provide regular financial updates to the BMPO Policy Board and provide an annual financial report for the previous fiscal year at the August or September BMPO Policy Board meeting. The financial update shall include a list of expenditures, and the balance of all depository accounts. Article VI Committees Section 1. Technical Advisory Committee (TAC) a The BMPO identifies the need to create a standing committee to be known as the BMPO Technical Advisory Committee (TAC). Membership of the TAC includes governmental entities within the BMPO that are impacted by the decisions and that have significant contributions to the BMPO. The TAC is composed of technical and /or managerial staff representatives employed by each of the participating governmental entities. In addition, there may be one or more ex- officio non - voting representative each from the Federal Highway Administration (FHWA) and Federal Transit Administration (FTA). Each ex- officio non - voting member must be approved by the agency he /she represents. b. As future major transportation providers form, such as a transportation or transit district, they shall be added to the TAC. In addition, a representative from any technical subcommittee or advisory group that is formed shall have a seat on the TAC. Policy Board directive may also add additional positions (as members or as ex- officio members) to the TAC, such as a citizen representative, a business representative, or a freight stakeholder. c. The TAC has authority and primary responsibility to conduct technical reviews and analyses regarding all work activities of the UPWP and any related issues as specified by the BMPO Policy Board and to so advise the BMPO Policy Board on appropriate actions to be taken. The TAC works closely with the BMPO staff, providing guidance and direction for development of the annual UPWP and work activities defined therein. d. TAC Membership Voting membership on the BMPO TAC shall be as follows: • City of Bend - Three (3) positions: (to be named by City Council) • Deschutes County - One (1) position (to be named by County Board of Commissioners) • ODOT - One (1) position: Region 4 Planning Manager or designee • Central Oregon Intergovernmental Council (COIC) - One (1) position: (to be named by governing body) 4 • Central Oregon Area Commission on Transportation (COACT) - One (1) position: (to be named by governing body) • Central Oregon Community College (COCC) - One (1) position: (to be named by governing body) • Commute Options - One (1) position: (to be named by governing body) • Deschutes County Bike /Pedestrian Advisory Committee - One (1) position: (to be named by governing body) • Bend - Lapine School District - One (1) position: (to be named by governing body) to attend as needed. Ex- Officio Members on the BMPO TAC shall be as follows: • Federal Highway Administration • Federal Transit Administration • Oregon Department of Land Conservation and Development • Oregon Department of Environmental Quality e. Organization and management of the TAC shall be according to bylaws adopted by the TAC and approved by the BMPO Policy Board. f. The BMPO Policy Board will take into consideration the alternatives and recommendations of the TAC in the conduct of its business. g. The meetings of the TAC shall be open to the public and the TAC shall comply with the Public Meetings Law. Section 2. Citizens Advisory Committee (CAC) a. The BMPO identifies the need to create a standing committee to be known as the BMPO Citizens Advisory Committee (CAC). The CAC will consist of eleven members appointed by the BMPO Policy Board. Members of the CAC should reside in the Bend MPO boundary area. The CAC may include members from areas outside the existing BMPO boundary. These representatives should be from areas that could become part of the BMPO or be directly impacted by projects or plans of the BMPO. The Policy Board may add members within its discretion as the needs of the BMPO planning process dictate. b. The term of office of CAC members shall begin on January 1 of the year following appointment and expire in three years on December 31. Members will serve no more than two consecutive terms, unless so requested by the Policy Board. c. The CAC will meet at least annually. The meetings of the Citizen Advisory Committee shall be open to the public, with participation by interested persons or groups allowed at the discretion of the chair and vice - chair. 5 d. The CAC shall use a consensus process to make recommendations to the BMPO Policy Board. In situations where the CAC cannot reach consensus, two or more recommendations may be forwarded to the BMPO Policy Board. e. The CAC may make proposals to the BMPO Policy Board which the CAC deems appropriate for the BMPO Policy Board's consideration. The CAC provides recommendations to the BMPO Policy Board for adopting, modifying or rejecting policies, programs, and project priorities under BMPO consideration for inclusion in the Metropolitan Transportation Plan and other BMPO planning documents. The CAC also serves as a conduit to the general public regarding the plans that are adopted and followed by the BMPO Policy Board. Meetings and recommendations of the CAC will not supersede the public participation processes embodied in the Oregon planning goals and the applicable federal regulations. f. Organization and management of the CAC shall be according to bylaws adopted by the CAC and approved by the BMPO Policy Board. g. The Policy Board will take into consideration the recornmendations of the CAC in the conduct of its business. h. The meetings of the CAC shall be open to the public and shall comply with the Public Meetings Law. Article VII Formation of Special Committees a. The BMPO Policy Board, as deemed necessary, may create special committees. A special committee may be either an ad hoc committee for a specific work task or a standing committee for one or more work tasks. Subcommittee members can include BMPO Policy Board members, BMPO Policy Board alternates and /or outside experts. Any such special committee will be responsible to the BMPO Policy Board. b. At the direction of the Chairs of the BMPO Policy Board and the TAC, respectively, subcommittees may be formed to investigate a particular work task or issues relevant to the BMPO. c. The BMPO Policy Board shall define the duties, and authorize the power of all special committees. Special committees shall comply with the Public Meeting Laws of Oregon. Special committees consisting entirely and exclusively of staff and employees of a Party or Parties are considered not to be subject to public meetings requirements d. The BMPO Policy Board shall determine membership on a special committee appointed by the BMPO Policy Board. 6 e. The TAC shall determine membership on a special committee appointed by the TAC. Article VIII Amendments a. These bylaws may be amended or repealed only upon 30 day notice to all parties of IGA No. 20395 ( "IGA ") and; 1. Prior to any amendment or repeal of these bylaws, the Policy Board shall give a 30 day written notice to all parties to the IGA with a copy of the draft amendments. 2. If any party to the IGA objects in writing to the proposed amendments within the 30 day notice period, the amendments will not become effective. Rather, the Policy Board will consider the objections and propose revised bylaw amendments utilizing the procedure outlined above in Paragraph 1. 3. If no party to the IGA objects to the proposed bylaw amendments pursuant to Paragraph 2 above, the Policy Board may adopt the amended bylaws by a unanimous vote. A copy of the amended bylaws will be provided to the parties to the IGA and will be attached to the IGA for reference. Article IX Voting Process Reversion Clause The BMPO Policy Board voting process may be reviewed annually and will revert to the original voting process unless a consensus of all voting members agrees to abide by the simple majority process. The original voting process is as follows: A consensus of all three Parties will constitute passage. Consensus in the original voting process means that a majority of the three City representatives must support any given decision item, as well as each of the other voting agencies. These Bylaws have been reviewed and approved by the Bend Metropolitan Planning Organization Policy Board Members dated of ,2009. Chair Date BMPO Manager Date 7