Napa City Council
May 17, 2022

MASTER FUNDING AGREEMENT
THE NAPA VALLEY TRANSPORTATION AUTHORITY – TAX AGENCY
AND

CITY OF NAPA

NVTA-TA AGREEMENT NO. 2022-3

CITY OF NAPA AGREEMENT NO. _________

This Master Funding A greement (“Agreement”) is made this _____ day of ______________, 2022, by and between the Napa Valley Transportation Authority – Tax Agency, a local transportation authority authorized by the provisions of Division 19 of the California Public Utilities Code, hereinafter referred to as “NVTA-TA”, and the City of Napa, hereinafter referred to as “City.”

SECTION 1. RECITALS

1. The voters of Napa County approved the Napa Countywide Road Maintenance Act (also known as, and hereinafter referred to as , “Measure T,” “the Measure,” or “Ordinance No. 2012- 01”) at the General Election held on November 6, 2012, thereby authorizing NVTA -TA to administer the proceeds from a one-half cent transaction and use tax.

2. T he tax proceeds will be used to pay for the projects eligible under Measure T (Ordinance No. 2012-01 ) submitted by and allocated to the County of Napa and the cities and town within Napa County (“Local Agencies”) as set forth in Measure T as approved by Local Agencies’ Board or Councils and by the NVTA-TA.

3. Under Measure T and the Expenditure Plan, Measure T funds are provided to the Local Agencies to be used for streets and roads maintenance projects as defined in the Measure.

4. The parties previously approved a Master Funding Agreement identified as NVTA -TA Agreement No. 2018-03 and this Amended Master Funding Agreement completely repeals and replaces Agreement No. 2018- 03. This Agreement sets forth all future Measure T sales tax funding requirements, terms, and conditions between NVTA-TA and City.

SECTION 2. PURPOSE OF FUNDING AGREEMENT

This Agreement is entered into by and between NVTA-TA and the City to document the funding conditions necessary for the City to receive sales tax disbursements. This Agreement includes additional documents, listed in Section 30 of this Agreement, which are listed herein for reference.

TERMS

SECTION 3. CLASS 1 BIKE FACILITY FUNDING.

In order to receive funding under this Agreement, the Local Agencies must demonstrate to NVTA- TA that they have collectively committed eligible revenues totaling at least 6.67% of the value of the total annual allocations of Measure T funds to Class 1 Bike Facility projects identified in the adopted Countywide Bicycle Plan, as that Plan may be amended from time to time and as provided in the Measure. By January 31
st of each calendar year, the City must provide to NVTA- TA a copy of the Equivalent Fund Class I Facilities Expenditure Resolution approved by the City’s ATTACHMENT 2

governing body, along with backup documentation, showing the qualifying funding spent on Class I facilities for the prior fiscal year.

SECTION 4. MAINTENANCE OF EFFORT.

Prior to January 1, 2018, the City determined and certif ied to NVTA-TA that the average maintenance of effort for Fiscal Years 2007-08, 2008- 09 and 2009 -10 (“baseline years”) was consistent with the criteria set forth in Section 9 of Ordinance No. 2012- 01, certifying a memorandum detailing the supporting financial documentation and the methodology utilized to calculate the average fiscal year street and roads costs. That amount will be deemed the City’s “Maintenance of Effort,” which must be maintained annually throughout the term of the Measure from the City’s General Fund. At the beginning of each fiscal year, the City must certify to NVTA- TA that it will meet its Maintenance of Effort expenditures that fiscal year . By January 31 st each
calendar year, the City must provide to NVTA-TA a copy of a Resolution approved by the City’s governing body, along with backup documentation showing that the Maintenance of Effort was met the prior fiscal year. In the event the City does not meet its requirement for local Maintenance of Effort over a three year average period, NVTA-TA shall reduce the City’s allocation for the following fiscal year in an amount equal to the deficiency in the Maintenance of Effort. Any such reduction based on a deficiency in the Maintenance of Effort will be withheld by NVTA-TA until a plan to meet the Maintenance of Effort amount moving forward has been approved by NVTA-TA.

Any funds not allocated due to failure to meet the maintenance of effort requirement shall be reserved for the Agency until any and all maintenance of effort expenditures are fulfilled.

SECTION 5. FIVE-YEAR LIST OF PROJECTS.

The City has and shall continue to provide to NVTA -TA at least biennially on January 1st, its Measure T five-year list of projects (hereinafter “Project List”).

SECTION 6. ALLOCATION & DISBURSEMENT

No later than the 20
th day following the end of each quarter, the City shall be allocated the funding allotted to the City as defined by Measure T, provided the City has complied with the terms of this Agreement. The allocated funds will be disbursed to the City upon NVTA’s determination that the projects are consistent with the City’s approved Project List a nd in conformance with the Accounting, Reporting and Auditing Guidelines.

SECTION 7. COST ELIGIBILITY

Cost eligibility shall be determined by NVTA -TA based upon the City’s approved Project List.

Funds may be expended only for streets and roads project (s) included on the City’s approved Project List.

SECTION 8. BUDGET AND SCOPE

The City shall maintain a project(s) or program budget. The City shall carry out the project(s) and shall incur obligations against and make disbursements of Measure T revenues in conformity with the requirements of this Agreement and the budget.

ATTACHMENT 2

SECTION 9. PROJECT MANAGEMENT

The City shall be responsible for the project(s) and provide for the management of consultant and contractor activities for which the City contracts, including responsibility for schedule, scope and budget.

SECTION 10. PROJECT OVERSIGHT

The City shall cooperate with NVTA-TA staff or its Measure T consultants for project information and financial information necessary to fulfill the requirements outlined in NVTA-TA Ordinance No. 2012-01.

SECTION 11. ATTRIBUTION AND SIGNAGE

If any portion of Measure T revenues is used for production of reports, acknowledgment of the NVTA-TA’s role shall be included in the documents. If any project(s) funding receives $250,000 or more, the City shall, upon initiation of field work or at the earliest feasible time thereafter, install and maintain a sign or signs at the construction site, utilizing the adopted Measure T logo and text, identifying the City and NVTA-TA. The City shall demonstrate compliance with attribution and signage requirements as an indispensable condition for authorization of future Measure T allocations. The City may provide signage for projects with a value of less than $250,000 if they so desire.

SECTION 12. PRESS RELEASES

The City shall notify NVTA-TA in advance of any press releases about project(s) and program activities, particularly groundbreakings and ribbon cuttings, in connection to Measure T revenues expended from this Agreement.

SECTION 13. COMPLIANCE WITH LAW

In the performance of its obligations pursuant to this A greement, the City shall keep itself fully informed of the federal, state and local laws, ordinances and regulations in any manner affecting the performance of this Agreement, and must at all times comply with such laws, ordinances, and regulations as they may be amended from time to time.

SECTION 14. ENVIRONMENTAL COMPLIANCE

The City shall comply with the requirements under the California Environmental Quality Act (California Public Resources Code Sections 21000 et seq.; as implemented through California Code of Regulations Title 14, Chapter 3, Sections 15000 et seq.).

SECTION 15. FINANCES

All costs charged to the project(s) shall be supported by properly prepared and documented time records, invoices, vouchers, or other documentation evidencing in detail the nature and propriety of the charges.

ATTACHMENT 2

SECTION 16. RECORDS

All checks, payrolls, invoices, contracts, vouchers, journal entries, work orders, or other accounting documents pertaining in whole or in part to the project(s) shall be maintained by the City for a period of five (5) years after the later of project(s) closeout or termination of Agreement.

Such project(s) documents shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other similar documents not pertaining to the project(s).

SECTION 17. ELIGIBLE EXPENSES

The City shall expend funds only on eligible direct expenses as follows: operating costs, direct staff time (salary and benefits), material costs related to construction of improvements, consultants; right of way engineering and acquisition costs (including permitting), and competitively bid construction contracts. Indirect costs (as defined by OMB Circular A-87) will not be considered an eligible expense. Funds shall also be expended acc ording to the applicable provisions of Measure T and of the Public Utilities Code Section 180000 et seq.

If in the course of an audit or a semi-annual expenditure review it is determined that an ineligible expense(s) was made, the City will be required to transfer the amount of ineligible expense into the Special Revenue Fund from any source other than Measure T Funds.

NVTA-TA shall provide notice to the City of any audit determination if any expenditure made by the City is found not to comply with this Agreement, the Expenditure Plan or Measure T promptly after NVTA-TA becomes aware of any such finding.

SECTION 18. AUDITS

The City shall cooperate with and allow NVTA-TA’s Auditor, or any of its duly authorized representatives, to inspect all work, materials, payrolls, and other data and records with regard to the Measure T projects, and to audit the books, records, and accounts of th e City and its contractors. The City shall see Accounting, Reporting and Auditing Guidelines (Exhibit C).

SECTION 19. THIRD PARTY CONTRACT AUDITS

NVTA-TA reserves the right to request an audit of other third party contracts for any reason related to Measure T. If the City is subject to third party financial audit requirements imposed by another funding source, for a project(s) related to Measure T, copies of audits performed in fulfillment of such requirements shall be provided to the NVTA-TA.

SECTION 20. PROJECT REPORTING AND CLOSEOUT PROCEDURES

The City shall provide to NVTA-TA a Semi-Annual Update on Expenditures as show in Accounting, Reporting and Auditing Guidelines (Exhibit C).

SECTION 21. INDEMNIFICATION

To the fullest extent permitted by law, NVTA -TA and the City shall each defend, indemnify and hold harmless each other as well as their respective officers, agents, employees, volunteers or representatives from and against any and all liability, claims, actions, proceedings, losses, injuries, damages or expenses of every name, kind and description, including litigation costs and reasonable attorney's fees incurred in connection therewith, arising out of or connected with any ATTACHMENT 2

acts or omissions of that party or its officers, agents, employees, volunteers, or contractors or their subcontractors, when performing any activities or obligations required of that party under this Agreement. Each party shall notify the other party immediately in writing of any claim or damage related to activities performed under this Agreement. The parties shall cooperate with each other in the investigation and disposition of any claim arising out of the activities under this Agreement, providing that nothing shall require either party to disclose any documents, records or communications that are protected under peer review privilege, attorney -client privilege, or attorney work product privilege.

SECTION 22 INTEGRATION

This Agreement represents the entire agreement of the parties with respect to the subject matter thereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements.

SECTION 23. AMENDMENT

Except as otherwise provided herein, this Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect.

SECTION 24. INDEPENDENT AGENCY

The City performs the terms and conditions of this Agreement as an entity independent of NVTA- TA. None of the City’s agents or employees shall be agents or employees of NVTA-TA. No third parties have any rights or remedies under this Agreement.

SECTION 25. ASSIGNMENT

The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party.

SECTION 26. BINDING ON SUCCESSORS, ASSIGNEES OR TRANSFEREES

This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of NVTA-TA or the City, as may be the case. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above.

SECTION 27. LEGAL EXPENSES

Each party shall be solely responsible for and shall bear all of its own respective legal expenses in connection with any dispute arising out of this A greement and the transactions hereby contemplated. The City may not use Measure T funds, or other NVTA-TA or NVTA programmed funds, for the aforementioned purpose.

SECTION 28. SEVERABILITY

Should any part of this A greement be declared unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decisions shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect; provided that the remainder of this ATTACHMENT 2

Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties.

SECTION 29 ACCEPTANCE OF ALLOCATION

The City does hereby declare that all written statements, representations, covenants, and materials submitted as a condition of this Agreement are true and correct and does hereby accept NVTA-TA’s allocations and agrees to all of the terms and conditions of this A greement. The parties have executed this A greement as of the date first written above , and it shall remain in effect until such time as no Measure T revenues remain available for expenditure, or until this Agreement is rescinded in accordance with Section 23 of this Agreement.

SECTION 30. EXHIBITS

The following Exhibits are hereby referenced to provide guidance to the jurisdictions and Measure T process and procedures:

EXHIBIT A: Measure T Ordinance and Expenditure Plan
EXHIBIT B: Five-Year Project List Template
EXHIBIT C: Accounting, Reporting and Auditing Guidelines EXHIBIT D: Project List Adoption Resolution Template
EXHIBIT E: Progress Report Template
EXHIBIT F: MOE Certification Resolution Template
EXHIBIT G: Equivalent Fund Spending Resolution Template

Napa Valley Transportation
Authority – Tax Agency

By: _______________________________ Date: ________________ Kate Miller
NVTA-TA Executive Director

"CITY”

By: ________________________ Date: ____________________ Steve Potter, City Manager

ATTACHMENT 2

Attest: Countersigned:

By:________________________ By:_______________________ Tiffany Carranza, City Clerk Joy Riesenberg, City Auditor

Approved as to form:

By:________________________ By:_______________________ DeeAnne Gillick, General Counsel Michael W. Barret, City Attorney ATTACHMENT 2

NAPA VALLEY TRANSPORTATION AUTHORITY (NVTA)
ORDINANCE NO. 2012-01

NAPA COUNTYWIDE ROAD MAINTENANCE ACT

IMPOSING A TRANSACTION AND USE TAX

TO BE ADMINISTERED BY THE STATE BOARD OF EQUALIZATION
The Napa Valley Transportation Authority (the "Authority") ordains as follows:

SECTION 1. TITLE: This Ordinance shall be known and may be cited as the Napa Countywide Road Maintenance Act, hereinafter referred to as the Ordinance. This Ordinance establishes a retail transactions and use tax for a twenty-five year period commencing July 1, 2018, or upon early termination of the Measure A Flood Protection tax provided however that should the Flood Protection tax be extended by a vote of the electorate then this measure will not take effect until the expiration of such extension.

SECTION 2. EXPENDITURE PLAN PURPOSES: This Ordinance provides for the implementation of the Napa Valley Transportation Authority Transportation Improvement Expenditure Plan (the "Expenditure Plan") which will provide funding resulting in countywide local street and road improvements. This funding program will ensure improved maintenance of currently under-funded local community streets and supporting infrastructure (e.g., sidewalks, gutters, curbs) within the public right-of-way.

These improvements shall be funded by a one-half of one percent transactions and use tax established for a twenty-five year period commencing July 1, 2018, or upon expiration of the Measure A Flood Protection tax as expressed in Section 1 above. The revenues shall be deposited in a special fund, used solely for the identified improvements as provided herein, and made available to the agencies responsible for the improvements for all purposes necessary for the approval and implementation of the tasks. Notwithstanding any other provision of this Ordinance, identified improvements (the "projects" or "programs") that are eligible to receive revenues from the tax are described in the Expenditure Plan, which Expenditure Plan is hereby incorporated by reference as if fully set forth herein.

SECTION 3. EXPENDITURE PLAN SUMMARY: The revenues received by the Authority from this Ordinance, after deduction of required Board of Equalization costs for performing the functions specified in Section 180204(b) of the Public Utilities Code, reimbursing the County of Napa for its cost in conducting the election if the measure is approved per Section 180203(a) of the Public Utilities Code, administration (Section 12 A), and the costs of the annual financial and biennial performance audits (Section 11), shall be used to fund the improvements set forth herein. In the event the measure does not pass, the costs for conducting the election shall be borne by the Authority. A summary of the projects and programs that are eligible to receive this funding is provided in the following sections. All funding and revenues are expressed in 2011 dollars. The annual revenues shall be allocated as follows:

A. Local Streets and Roads Maintenance Program: Subject to Paragraph B, of the annual revenues available, ninety-nine percent (99%) shall be allocated on a

EXHIBIT A
ATTACHMENT 2

fair and equitable basis (pursuant to the distribution formula set forth below) to each city, town, and the county (hereinafter referred to individually as Agency and collectively as Agencies) to provide revenue for such projects and to supplement, but not supplant, other revenues available for the Local Streets and Road Maintenance Program. The revenues allocated to each Agency under this Section 3(A) must be used for maintenance, reconstruction or rehabilitation of local streets, roads, and infrastructure within the public right-of-way. Total estimated funding= $282.15 million (2011 dollars).
1) The revenue allocated to the Local Streets and Roads Maintenance Program shall be allocated to, and expended by, each Agency pursuant to the following distribution formula:
a. To the City of American Canyon 7.7% of the annual revenues available. b. To the City of Calistoga 2.7% of the annual revenues available. c. To the City of Napa 40.35% of the annual revenues available. d. To the County of Napa 39.65% of the annual revenues available. e. To the City of St. Helena 5.9% of the annual revenues available. f. To the Town of Yountville 2.7% of the annual revenues available.

Net revenues, plus interest earned, shall be apportioned to the Agencies' transportation improvement account on a quarterly basis.

B. Once this measure becomes operative, in order to receive annual allocations under this measure, the Agencies (collectively) must demonstrate that at least six and sixty-seven one-hundredths percent (6.67%) of the value of the allocations each year under Section 3(A) has been committed to Class I Bike lane project(s) identified in the adopted Countywide Bicycle Plan, as that Plan may be amended from time to time, through funding not derived from this Ordinance. This obligation may be fulfilled by the NCTPA and NVTA in programming Congestion Mitigation and Air Quality Improvement (CMAQ) funding (or its successor), plus other local or formula specific funds, in an amount that equals 6.67% over the term of this ordinance. Funding for Class I Bike lane projects that are funded by philanthropy, state discretionary funding or federal discretionary funding shall not count toward the six and sixty-seven one-hundredths percent (6.67%). As used in this Section, discretionary funding means any funding that is not tied to a specific state or federal program or formula.

C. Administration: Actual costs, not to exceed one percent (1 %) of the annual revenue, may be used for administration of this Ordinance by the Authority. Total estimated funding = $2.82 million (2011 dollars).
2 EXHIBIT A
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SECTION 4. IMPOSITION OF RETAIL TRANSACTIONS AND USE TAX: In addition to any other taxes authorized by law, there is hereby imposed in the incorporated and unincorporated territory of the County of Napa, in accordance with the provisions of Part

1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code, and Sections 7261 and 7262 of the Revenue and Taxation Code except insofar as they are inconsistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, all of the provisions of Part 1 (commencing with Section 6001) of Division 2 of the Revenue and Taxation Code, and Division 19 of the Public Utilities Code commencing with Section 180000, which provisions are adopted by reference, a retail transactions and use tax at the rate of one-half of one percent (1/2%) for a twenty­ five year period commencing July 1, 2018, or upon expiration of the Measure A Flood Protection tax, which tax shall be in addition to any existing or future authorized state or local transactions and use tax.

SECTION 5. CONTRACT WITH STATE: The Authority shall notify the State Board of Equalization at least 11 0 days prior to the operative date and shall contract with the State Board of Equalization to perform all functions incident to the administration and operation of this transactions and use tax Ordinance, provided that if the Authority shall not have contracted with the State Board of Equalization prior to the operative date, it shall nevertheless so contract and in such a case the operative date shall be the first day of the first calendar quarter following the execution of such a contract.

SECTION 6. EXPENDITURE PLAN PROCEDURES:

A. Each Agency shall biennially develop and submit to the Authority a five-year list of projects to be funded with revenues made available for the Local Streets and Roads Maintenance Program (Section 3(A)). Each Agency shall conduct a local public hearing and adopt a Resolution in support of the proposed list of projects prior to submitting the project list to the Authority pursuant to Section 7.

B. In the allocation of all revenues made available under Section 3, the Authority shall make every effort to maximize state, federal, and local transportation funding to the Agencies. The Authority may amend the Expenditure Plan in accordance with Section 21 as needed to maximize the transportation funding available throughout the county. It is also the intent of the Authority to encourage the purchase of goods and services for the projects described in Section 3 from suppliers based in Napa County.

C. The Agencies and the Authority shall fully consider the needs of non-motorized travelers, including pedestrians, bicyclists and persons with disabilities, in all planning, maintenance, construction, operations and project development activities and products. Projects funded in full or in part with Authority revenues shall not remove or reduce existing facilities for bicycling or pedestrians.

SECTION 7. PROJECT PROGRAMMING APPROVAL: Prior to the operative date of the tax, and biennially thereafter, the Authority shall approve a five-year list of projects eligible to be funded with the revenues made available under Section 3 herein, provided that the submittal meets all of the requirements of this Ordinance and funding is, or is 3 EXHIBIT A
ATTACHMENT 2

estimated to be, available. Prior to Authority approval, the Independent Taxpayer Oversight Committee shall consider each Agency's biennial five-year list of projects and make a finding that such projects are consistent with the intent of the measure, and make a recommendation on which of the items on those project lists should be approved to the Authority.

SECTION 8. COOPERATIVE FUNDING AGREEMENTS: To max1m1ze the effectiveness of the retail transactions and use tax revenues, the Authority and/or Agency(ies) may loan revenues actually received, allocated or granted to any public agency within the area of jurisdiction of the Authority provided that the percentage of revenues allocated as provided in Section 3 is maintained over the duration of the Ordinance. Any exchange or loan agreement must include detailed repayment provisions, including appropriate interest earnings based upon the current treasury rate of interest. All loans and/or exchanges must be approved by the Authority's Auditor and by the Authority by a majority vote, and shall be consistent with any and all rules approved by the Authority relating thereto.

SECTION 9. MAINTENANCE OF EFFORT: It is the intent of the State Legislature and the Authority that revenues provided from this Ordinance be used to supplement, not supplant, existing local general fund revenues being used for the transportation improvements described in the Expenditure Plan (see Attachment 1 ). Each Agency receiving revenues pursuant to Section 3 shall annually maintain, as a minimum, the "maintenance of effort" as defined in this Section 9. The maintenance of effort shall be maintained at the same level that local general fund revenues were expended on average for fiscal years 2007/08, 2008/09 and 2009/10 for Local Streets and Roads Maintenance and supporting infrastructure within the public right-of-way for pavement sealing, overlays, reconstruction, associated infrastructure, as required, excluding any local revenues expended for the purpose of storm damage repair as verified by an independent auditor. One-time allocations that have been expended for Local Streets and Roads Maintenance, but which may not be available on an ongoing basis shall not be considered when calculating an Agency's annual maintenance of effort. Prior to the operative date, Agencies shall determine and certify to the Authority the Agency's average maintenance of effort for the 2007/08, 2008/09 and 2009/1 0 fiscal years. Prior to the beginning of each fiscal year thereafter, Agencies shall certify to the Authority that the maintenance of effort requirement required by this Section will be met that fiscal year, copies of which shall be provided to the Authority Auditor. Any Agency that does not meet its local maintenance of effort requirement for a three year average period shall have its funding under Section 3 the following year reduced by the amount the Agency did not meet its required average maintenance of effort level for the three prior years. Any funds not allocated due to failure to meet the maintenance of effort requirement shall be reserved for the Agency until any and all maintenance of effort expenditures are fulfilled.

SECTION 10. PRIVATE SECTOR FUNDING: Revenues provided from this measure shall not be used to replace private developer funding that has been or will be committed for any project to help alleviate the direct traffic impacts of any new or redeveloped residential, commercial or industrial development in Napa County or its cities.
4 EXHIBIT A
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SECTION 11. INDEPENDENT TAXPAYER OVERSIGHT COMMITTEE:

A. ITOC Goal and Functions : Voter adoption of this transportation retail transactions and use tax Ordinance shall result in creation of the Independent Taxpayer Oversight Committee ("ITOC") upon the operative date of this tax. The ITOC shall remain in existence for so long as the tax herein exists. The ITOC shall review the fiscal and program performance of the retail transactions and use tax transportation program through a biennial performance audit to ensure that all transportation retail transactions and use tax revenues are spent by the Authority in accordance with all provisions of the voter-approved Expenditure Plan and Ordinance. The ITOC's secondary mission is to provide positive, constructive advice to the Authority on how to improve implementation over the twenty-five year course of the program; this role shall include consideration by the ITOC of the biennial project lists submitted by the Agencies under Section 6.

Up to $70,000 per year, with adjustments for inflation based on the Consumer Price Index, may be used for activities necessary to the ITOC as described in this Section 11, including financial and performance audits of the Authority and the Agencies receiving revenue from the Authority.

B. Audit Requirement: The ITOC shall oversee the independent financial audit of the Authority and the financial and performance audits of the Agencies, which shall be performed in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States and performance goals adopted by the Authority consistent with Public Utilities Code Section 180000 et seq. The audits shall include the basic financial statements of the Authority as defined by the Governmental Accounting Standard Board pronouncement No. 34 and the performance of all aspects of the program based on the specific performance goals adopted by the Authority. The ITOC audit shall not relieve the Authority from performing its auditing obligations as imposed by law.
1) Role of Fiscal and Performance Audit and the ITOC:
a. The ITOC shall, under the procurement rules of the Authority, jointly recommend with the active involvement of the Executive Director and the Authority Auditor, an independent California Certified Public Accountant to conduct an annual financial audit of the Authority pursuant to the provisions of this Ordinance, report findings based on the audit to the Authority, and to recommend any additional considerations which the ITOC believes may improve the financial operation while meeting all voter mandates.
b. The ITOC shall, under the procurement rules of the Authority jointly recommend with the active involvement of the Executive Director and the Authority Auditor, retention of an independent California Certified Public Accountant to conduct a biennial performance audit of the Agencies, pursuant to the provisions of this Ordinance, report findings based on the 5 EXHIBIT A
ATTACHMENT 2

audits to the Authority, and recommend any additional considerations which the ITOC believes may improve the integrity of program implementation while meeting all voter mandates.
c. The ITOC shall review each Agency's annual independent financial audit, . report relevant findings based on the audits to the Authority, and recommend any changes which the ITOC believes may improve the financial operations while meeting all voter mandates.
d. The Authority shall hold a publicly noticed meeting annually, which may be a regular or special Authority Board meeting, with the direct participation of the ITOC, to consider the findings and recommendations of the audits.

A report of the findings and recommendations of each audit by the ITOC shall be made readily available to the public in print and on the Authority's electronic website.
e. The Authority shall publish a biennial report to the community to be published at the expense of tax revenues in all local Napa County newspapers of general circulation.

C. Membership and Selection Process
1) The Authority shall develop an open selection process, actively recruit, and appoint seven (7) Committee members who shall be residents of the County of Napa possessing the following credentials:
a. One member who is a professional, retired or active, in the field of municipal audit, finance and/or budgeting with a minimum of five years in a relevant and senior decision-making position in the public or private sector.
b. One member who is a licensed civil engineer, retired or active, with at least five years of demonstrated experience in the fields of transportation in government and/or the private sector.
c. One member who is a Certified Public Accountant (CPA) and experienced in financial audits.
d. One member shall be a representative of a Napa region Chamber of Commerce.
e. One member from a bona fide taxpayers association.
f. Two members from the public at-large.
2) The Chair and the Executive Director of NCTPA, the Chair of the Napa County Transportation and Planning Agency Technical Advisory Committee, 6 EXHIBIT A
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and the County Auditor-Controller shall serve as non-voting ex-officio members of the ITOC.

D. Terms and Conditions for Committees
1) The voting Committee members shall serve a two, three, and four year term, determined by the drawing of lots. Thereafter, Committee members shall serve four-year terms.
2) The Authority shall develop by-laws for the operation of the ITOC. The ITOC members shall receive a stipend of $250 per quarterly meeting and no other payment shall be made for any purpose. This stipend will increase by $50 per quarterly meeting every five years. A position on the Committee shall become vacant as a result of a member failing to attend two consecutive meetings.
3) The voting Committee members cannot be current local elected officials in Napa County or a full time staff member of any city, town, or county government, a local transit operator, or state transportation agency. 4) Non-voting ex-officio Committee members shall serve only as long as they remain incumbents in their respective positions and shall be automatically replaced by their successors in those positions.
5) If and when vacancies on the ITOC occur on the part of voting Committee members, either due to expiration of term or a vacancy occurring during a term, the Authority shall appoint an appropriate replacement within 90 days of the vacancy to fill the remainder of the term pursuant to the provisions of Government Code Sections 54970, et. seq (the Maddy Act).

E. ITOC Operation Protocols
1) The ITOC shall be appointed within 180 days prior to the operative date of the retail transactions and use tax and continue as long as retail transactions and use tax revenues from the current voter authorization are available for expenditure.
2) The Authority Board and staff shall fully cooperate with and provide necessary financial and staff support to ensure the ITOC successfully carries out its duties and obligations.

F. Conflict of Interest
1) ITOC voting members shall have no legal action pending against the Authority and are prohibited from participating in any commercial activity directly or indirectly involving the Authority or Napa County Transportation and Planning Agency (NCTPA), such as being a consultant or vendor to the Authority or NCTPA during their tenure on the ITOC.
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2) ITOC voting members shall not have direct and/or indirect commercial interest or employment with any public or private entity which receives transportation retail transactions and use tax revenues authorized by this Ordinance.

SECTION 12. ADMINISTRATIVE FUNCTIONS AND EXPENSES:

A. Revenues may be expended by the Authority for the actual expense of salaries, wages, benefits, and those services, including contractual services, necessary to administer the Ordinance; however, in no case shall such administrative expenditures exceed one percent (1 %) of the annual revenues provided by the Ordinance. ·
B. Administrative functions include providing overall program direction and management necessary to implement Authority policy, formulating organizational goals and objectives, coordinating activities with other agencies and organizations, performing finance, accounting, purchasing, personnel, government and community relations, and legal matters.

SECTION 13. RECEIPT AND ALLOCATION OF TAX REVENUES: The Authority Auditor shall receive the tax revenue and shall allocate funds to the Agencies on a calendar quarter basis, together with any accrued interest, by the 20th day of the month following the end of the quarter.

SECTION 14. ESTABLISHMENT OF SEPARATE ACCOUNTING: Each Agency receiving the revenues identified in Section 3 shall have its revenues deposited in a separate interest bearing Transportation Improvement Fund. Interest earned on revenues allocated pursuant to this Ordinance shall be expended only for those purposes permitted by this Ordinance.

SECTION 15. IMPLEMENTING ORDINANCES: Upon approval of this Ordinance by the voters the Authority shall, in addition to the rules required to be provided pursuant to this Ordinance, adopt implementing ordinances, rules, and policies that are not inconsistent with the purpose and intent of this Ordinance and take such other actions as may be necessary and appropriate to carry out its responsibilities.

SECTION 16. EFFECTIVE AND OPERATIVE DATES: This Ordinance shall be effective on November 6, 2012, if two-thirds of the electors voting on the ballot proposition approving the Ordinance vote to approve the ballot proposition on November 6, 2012. The imposition of the tax authorized by this Ordinance shall be operative on July 1, 2018, or upon termination of the Flood Protection tax, and after at least 110 days notice to the State Board of Equalization.

SECTION 17. PLACE OF SALE: For the purposes of this Ordinance, all retail sales are consummated at the place of business of the retailer unless the tangible personal property sold is delivered by the retailer or his agent to an out-of-state destination or to a common carrier for delivery to an out-of-state destination. The gross receipts from 8 EXHIBIT A
ATTACHMENT 2

such sales shall include delivery charges, when such charges are subject to the state sales and use tax, regardless of the place to which delivery is made. In the event a retailer has no permanent place of business in the state or has more than one place of business, the place or places at which the retail sales are consummated shall be determined under rules and regulations to be prescribed and adopted by the State Board of Equalization.

SECTION 18. LIMITATIONS ON ADOPTION OF STATE LAW AND COLLECTION OF USE TAXES: In adopting the provisions of Part 1 of Division 2 of the Revenue and Taxation Code:

A. Wherever the State of California is named or referred to as the taxing agency, the name of this county shall be substituted therefor. However, the substitution shall not be made:
1) The word "State" is used as a part of the title of the State Controller, State Treasurer, State Board ·of Control, State Board of Equalization, State Treasury, or the Constitution of the State of California; 2) The result of that substitution would require action to be taken by or against this Authority or any agency, officer, or employee thereof rather than by or against the State Board of Equalization, in performing the functions incident to the administration or operation of this Ordinance.
3) In those sections, including, but not necessarily limited to sections referring to the exterior boundaries of the State of California, where the result of the substitution would be to:
a. Provide an exemption from this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not otherwise be exempt from this tax while such sales, storage, use or other consumption remain subject to tax by the state under the provisions of Part 1 of Division 2 of the Revenue and Taxation Code, or; b. Impose this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not be subject to tax by the state under the said provision of that code. 4) In Sections 6701, 6702 (except in the last sentence thereof), 6711, 6715, 6737, 6797 or 6828 of the Revenue and Taxation Code.

B. The word "County" shall be substituted for the word "State" in the phrase "retailer engaged in business in this State" in Section 6203 and in the definition of that phrase in Section 6203.

SECTION 19. PERMIT NOT REQUIRED: If a seller's permit has been issued to a retailer under Section 6067 of the Revenue and Taxation Code, an additional transactor's permit shall not be required by this Ordinance. 9 EXHIBIT A
ATTACHMENT 2

SECTION 20. EXEMPTIONS AND EXCLUSIONS:

A. There shall be excluded from the computation of the transactions tax and the use tax the amount of any sales tax or use tax imposed by the State of California or by any city, city and county, or county pursuant to the Bradley-Burns Uniform Local Sales and Use Tax Law or the amount of any state-administered transactions or use tax.

B. There are exempted from the computation of the amount of the transactions tax the gross receipts from:
1) Sales of tangible personal property, other than fuel or petroleum products, to operators of aircraft to be used or consumed principally outside the county in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this State, the United States, or any foreign government. 2) Sales of property to be used outside the county which is shipped to a point outside the county, pursuant to the contract of sale, by delivery to such point by the retailer or his agent, or by delivery by the retailer to a carrier for shipment to a consignee at such point. For the purposes of this paragraph, delivery to a point outside the county shall be satisfied:
a. With respect to vehicles (other than commercial vehicles) subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, and undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code by registration to an out-of-county address and by a declaration under penalty of perjury, signed by the buyer, stating that such address is, in fact, his or her principal place of residence; and
b. With respect to commercial vehicles, by registration to a place of business out-of-county and declaration under penalty of perjury, signed by the buyer, that the vehicle will be operated from that address. 3) The sale of tangible personal property if the seller is obligated to furnish the property for a fixed price pursuant to a contract entered into prior to the operative date of this Ordinance.
4) A lease of tangible personal property which is a continuing sale of such property, for any period of time for which the lessor is obligated to lease the property for an amount fixed by the lease prior to the operative date of this Ordinance.
5) For the purposes of subparagraphs (3) and (4) of this Section, the sale or lease of tangible personal property shall be deemed not to be obligated 10 EXHIBIT A
ATTACHMENT 2

pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised.

C. There are exempted from the use tax imposed by this Ordinance, the storage, use or other consumption in this county of tangible personal property:
1) The gross receipts from the sale of which have been subject to a transactions tax under any state-administered transactions and use tax ordinance. 2) Other than fuel or petroleum products purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as common carriers of persons or property for hire or compensation under a certificate of public convenience and necessity issued pursuant to the laws of this State, the United States, or any foreign government. This exemption is in addition to the exemptions provided in Sections 6366 and 6366.1 of the Revenue and Taxation Code of the State of California.
3) If the purchaser is obligated to purchase the property for a fixed price pursuant to a contract entered into prior to the operative date of this Ordinance.
4) If the possession of, or the exercise of any right or power over, the tangible personal property arises under a lease which is a continuing purchase of such property for any period of time for which the lessee is obligated to lease the property for an amount fixed by a lease prior to the operative date of this Ordinance.
5) For the purposes of subparagraphs (3) and (4) of this Section, storage, use, or other consumption, or possession of, or exercise of any right or power over, tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised.
6) Except as provided in subparagraph (7), a retailer engaged in business in the county shall not be required to collect use tax from the purchaser of tangible personal property, unless the retailer ships or delivers the property into the county or participates within the county in making the sale of the property, including, but not limited to, soliciting or receiving the order, either directly or indirectly, at a place of business of the retailer in the county or through any representative, agent, canvasser, solicitor, subsidiary, or person in the county under the authority of the retailer.
7) "A retailer engaged in business in the County" shall also include any retailer of any of the following: vehicles subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft 11 EXHIBIT A
ATTACHMENT 2

licensed in compliance with Section 21411 of the Public Utilities Code, or undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code. That retailer shall be required to collect use tax from any purchaser who registers or licenses the vehicle, vessel, or aircraft at an address in the county.

D. Any person subject to use tax under this Ordinance may credit against that tax any transactions tax or reimbursement for transactions tax paid to a district imposing, or retailer liable for a transactions tax pursuant to Part 1.6 of Division 2 of the Revenue and Taxation Code with respect to the sale to the person of the property the storage, use or other consumption of which is subject to the use tax.

SECTION 21. AMENDMENTS: This Ordinance and Expenditure Plan may be amended to provide for the use of additional federal, state, and local revenues or to account for unexpected revenues by approval of a two-thirds vote of the members of the Authority; the two-thirds must include the City of Napa, the County of Napa, and at least three other jurisdictions. No amendment may, in the aggregate, reduce the percentage of tax revenue allocated to the Local Streets and Roads Maintenance Program as apportioned in Section 3. No amendment shall operate so as to affect the rate or duration of tax imposed by this Ordinance.

Amendments constituting expenditures for new programs or new projects that were not a part of the voter approved Expenditure Plan or referred to in the Local Streets and Roads Maintenance Program may only be approved with the subsequent consent of the electorate.

All amendments subsequent to the effective date of this Ordinance to Part 1 of Division 2 of the Revenue and Taxation Code relating to sales and use taxes and which are not inconsistent with Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, and all amendments to Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, shall automatically become a part of this Ordinance, provided however, that no such amendment shall operate so as to affect the rate of tax imposed by this Ordinance.

SECTION 22. TEN-YEAR PROGRAM REVIEW: After the tax has been in effect for ten years after the operative date, the Authority shall conduct a comprehensive review of all revenues, projects and programs under the Expenditure Plan to evaluate the performance of the overall program over the previous ten-year period and to make revisions to the Expenditure Plan to improve its performance and allow for changed demographic conditions, transportation needs, revenues, and technology over the subsequent ten years. Revisions to the Ordinance and Expenditure Plan required as a result of the ten-year review shall be subject to the amendment process in Section 21.

However, the 99% local street and road allocation provided in Section 3 shall not be altered.

SECTION 23. DESIGNATION OF FACILITIES: Each project or program receiving in excess of $250,000 funded in whole or in part by revenues from the Ordinance shall be clearly designated with project signage at the project site during its construction or implementation as being provided by revenues from the Ordinance. 12 EXHIBIT A
ATTACHMENT 2

SECTION 24. SEVERABILITY: If any section, part, clause, or phrase of this Ordinance is for any reason held invalid or unconstitutional, the remaining portions shall not be affected but shall remain in full force and effect.

SECTION 25. ANNUAL APPROPRIATIONS LIMIT: Article XIII (B) of the California Constitution requires the establishment of an annual appropriations limit for governmental entities. The maximum annual appropriations limit for the Authority is hereby established as $40 million. The appropriations limit shall be subject to adjustment as provided by law. All expenditures of the retail transactions and use tax revenues imposed by Section 4 are subject to the appropriations limit of the Authority.

SECTION 26. ENJOINING COLLECTION FORBIDDEN: No injunction or writ of mandate or other legal or equitable process shall issue in any suit, action or proceeding in any court against the state or the Authority, or against any officer of the state or the Authority, to prevent or enjoin the collection under this Ordinance, or Part 1.6 of Division 2 of the Revenue and Taxation Code, of any tax or any amount of tax required to be collected.

SECTION 27. DEFINITIONS:

A. Agency means those cities, town, and county that lie within the geographic boundaries of the County of Napa.

B. Authority means the Napa Valley Transportation Authority created by the Napa County Board of Supervisors with the concurrence of a majority of cities having a majority of the incorporated population of the county.

C. Expenditure Plan means the expenditure plan required by Section 180206 of the Public Utilities Code to be adopted prior to the call of an election on this Ordinance. The expenditure plan includes the allocation of revenues for each authorized purpose. To the extent the summarized provisions of the expenditures contemplated by this Ordinance cannot be reconciled with the Expenditure Plan set forth in Attachment 1, the provisions of Attachment 1 shall prevail.

D Effective Date means the date the measure was passed by the electorate.

E. Highways means all purposes necessary and convenient to the design, right-of­ way acquisition, and construction of highway facilities, including all state highway routes and any other facilities so designated in the Expenditure Plan.

F. Infrastructure means all components within the right-of-way necessary to support the roadway which includes road pavement, sub-grade, curb, gutter, sidewalks, curb ramps, surface and subsurface drainage, replacement traffic control devices, replacement roadway lighting, striping, pavement marking, intelligent transportation systems, and signage.
13 EXHIBIT A
ATTACHMENT 2

G. Maintenance means repair, reconstruction or rehabilitation, and/or replacement of streets, roadways, and other infrastructure within the public right-of-way.

H. Operative Date means the date the tax begins to collect revenue for this measure.

I. Project is a single effort with a beginning and an end that would cause the construction or maintenance or reconstruction of some tangible portion of a transportation asset owned or operated by public agency that has independent utility. A project is not repeated on an annual basis, it does not appear without a detailed description as to cost and location in a local agency budget, and it must appear in a capital budget.

J. Reconstruction or Rehabilitation includes any overlay, including the placement or replacement of base materials and any sub-grade work or widening of the roadway, if the widening is necessary to bring the roadway width to the desirable minimum width consistent with the geometric design criteria of the state for 3R (reconstruction, resurfacing, and rehabilitation). This does not include widening for the purpose of increasing the traffic capacity of a street or highway. This does include additions, changes or reconstruction of Infrastructure directly associated with the function of a street or roadway. It also includes additions necessary to incorporate and/or maintain bicycle facilities called for in the Napa County Transportation and Planning Agency's Countywide Bicycle Plan or adopted bicycle plans of the Agencies and any improvements or alterations necessary to the roadway and or pedestrian or bicycle travel ways to improve overall circulation and to meet American's with Disabilities Act requirements.

K. Regional Transportation Improvement Program Submission means any program of projects sent or otherwise caused to be delivered to the Regional Transportation Planning Agency for Napa County by the entity designated by the Regional Transportation Planning Agency with the submission of that program for the local agencies for consideration by the Regional Transportation Planning Agency for inclusion in the Regional Transportation Improvement Program or its related documents.

L. Local Streets and Roads means the pavement facilities and supporting Infrastructure within the street, road, or highway right-of-way.

M. Storm damage repair means repair or reconstruction of local streets and highways and related drainage improvements that have been damaged due to storms and flooding, in those jurisdictions that have been declared disaster areas by the President of the United States and/or by the Governor of California.

SECTION 28. PUBLICATION OF ORDINANCE: A summary of this Ordinance shall be published at least five days before its passage in the local newspapers of general circulation published in the County of Napa, and at least once before the expiration of 15 days after its passage together with the names of the Directors voting for and against the same.
14 EXHIBIT A
ATTACHMENT 2

The foregoing Ordinance was introduced and read at a regular meeting of the Napa Valley Transportation Authority, held on May 16, 2012, and passed at a regular meeting of the Napa Valley Transportation Authority held on June 20, 2012, by the following vote:
~Chair
Ayes: GARCIA, BENNETT, GINGLES, KRIDER,

TECHEL, DODD, LUCE, CHILTON, DUNBAR
Noes: NONE

Absent: DUNBAR, BRITTON, WHITE
ATIEST:
nderlin, NVT A Board Secretary
APPROVED:

Attachment (1) Napa Countywide Road Maintenance Act Expenditure Plan 15 EXHIBIT A
ATTACHMENT 2

ATTACHMENT 1

NAPA COUNTWIDE ROAD MAINTENANCE ACT EXPENDITURE PLAN
The net revenues received by the Authority from the proposed transactions and use tax shall be used to fund the projects described below after paying for the costs of this election, the costs of the Independent Taxpayer Oversight Committee, and administering the program. Only one percent (1%) of the net revenues may be expended on the costs of administration. The revenues received by the Authority will be less than the gross revenues actually collected because the fees the State Board of Equalization charges to collect the sales tax will be deducted before the revenues are transferred to the Authority. All funding and revenues are expressed in 2011 dollars over the twenty-five year life of the program.

The revenue allocated to each Agency under this Expenditure Plan may be used for any direct costs of design, materials testing, all project required environmental reviews, construction management, inspection, and construction of the projects.

Local Streets and Roads Maintenance Program
Description:

Of the annual revenues available, ninety-nine percent (99%) shall be allocated to the Local Streets and Roads Maintenance Program. Under the Ordinance, the funds for the Local Streets and Roads Maintenance Program must be used for maintenance, reconstruction or rehabilitation of local streets, roads, and infrastructure within the public right-of-way as defined.

The estimated funding for the Local Streets and Maintenance Program is (millions of dollars):

Project Percentage Transaction and
Distribution Use Tax
American Canyon 7.7% $21.945
Calistoga 2.7% $7.695
City of Napa 40.35% $114.997
Napa County 39.65% $113.003
St. Helena 5.9% $16.815
Yountville 2.7% $7.695
Total 99% 282.15
Amendments
This Ordinance and Expenditure Plan may be amended to provide for the use of additional federal, state, and local revenues or to account for unexpected revenues by 16 EXHIBIT A
ATTACHMENT 2

approval of a two-thirds vote of the members of the Authority; the two-thirds must include the City of Napa, the County of Napa, and at least three other jurisdictions. No amendment shall operate so as to affect the rate of tax imposed by this Ordinance.

Amendments constituting expenditures for new programs or new projects that were not a part of the voter approved Expenditure Plan or referred to in the Local Streets and Roads Maintenance Program may only be approved with the subsequent consent of the electorate.
17 EXHIBIT A
ATTACHMENT 2

FY Total Estimated
Measure T Revenues
Proposed
Amount for
Administratio
n (1%)
Total
Estimated
Measure T
Revenues
Available for
LS&R
Improvements
American
Canyon
Measure T
(7.7%)
American
Canyon Class
1 Bike Lane
Expenditure
Obligation
Calistoga
(2.7%)
Calistoga
Class 1 Bike
Lane
Expenditure
Obligation
City of Napa
(40.35%)
City of Napa
Class 1 Bike
Lane
Expenditure
Obligation
County of
Napa
(39.65%)
County of
Napa Class 1
Bike Lane
Expenditure
Obligation
City of St.

Helena
(5.9%)
City of St.

Helena Class
1 Bike Lane
Expenditure
Obligation
Town of
Yountville
(2.7%)
Town of
Yountville
Class 1
Bike Lane
Expenditur
e
Obligation
FY 2023-24 $21,942,500.00 219,425 21 ,723,075 1, 689,573 11 2,694 59 2,448 39 ,516 8, 853,799 59 0,548 8, 700,201 58 0,303 1, 294,608 86 ,350 59 2,448 39 ,516 FY 2024-25 $22,363,100.00 223,631 22 ,139,469 1, 721,959 11 4,855 60 3,804 40 ,274 9, 023,511 60 1,868 8, 866,969 59 1,427 1, 319,423 88 ,006 60 3,804 40 ,274 FY 2025-26 $22,810,400.00 228,104 22 ,582,296 1, 756,401 11 7,152 61 5,881 41 ,079 9, 203,996 61 3,907 9, 044,324 60 3,256 1, 345,814 89 ,766 61 5,881 41 ,079 FY 2026-27 $23,266,700.00 232,667 23 ,034,033 1, 791,536 11 9,495 62 8,201 41 ,901 9, 388,113 62 6,187 9, 225,247 61 5,324 1, 372,735 91 ,561 62 8,201 41 ,901 FY 2027-28 $23,732,000.00 237,320 23 ,494,680 1, 827,364 12 1,885 64 0,764 42 ,739 9, 575,862 63 8,710 9, 409,738 62 7,630 1, 400,188 93 ,393 64 0,764 42 ,739 FY 2028-29 $24,206,600.00 242,066 23 ,964,534 1, 863,908 12 4,323 65 3,578 43 ,594 9, 767,363 65 1,483 9, 597,917 64 0,181 1, 428,189 95 ,260 65 3,578 43 ,594 FY 2029-30 $24,690,900.00 246,909 24 ,443,991 1, 901,199 12 6,810 66 6,654 44 ,466 9, 962,778 66 4,517 9, 789,942 65 2,989 1, 456,763 97 ,166 66 6,654 44 ,466

EXHIBIT B
ATTACHMENT 2

Napa ValleyTransportation Authority – Tax Agency (“Authority” or NVTA-TA”) Measure T – Transportation Tax
Accounting, Reporting and Auditing Guidelines
1 | Page
Updated February 2022

1. Fund structure for Measure T Funds held by NVTA-TA (held in County Treasury) Fund 8310 – N
apa Valley Transportation Authority
Dept 830 – Napa Valley Transportation Authority
Division 83100 – Napa Valley Transportation Authority
Sub-Division 83100-00 – NVTA Administration
83100-01 – NVTA Unincorporated County
83100-04 – NVTA City of American Canyon
83100-02 – NVTA City of Napa
83100-05 – NVTA Town of Yountville
83100-06 – NVTA City of St. Helena
83100-07 – NVTA City of Calistoga
Each sub-
division will maintain its own cash accounts and fund balance.

2. Receipt of Tax Allocations and Interest to the Authority Each Sub-
division will receive the direct allocation of sales tax proceeds at the time funds are received monthly by NVTA-TA. Sales tax revenues received will be recorded in account #41400 – Sales and Use Tax.

Allocatio
n to agencies specified in Ordinance No 2012-01 is as follows:

City of American Canyon 7.70%
City of Calistoga 2.70%
City of Napa 40.35%
County of Napa 39.65%
City of St. Helena 5.90%
Town of Yountville 2.70%
Authority Administration 1.00%
Total 100.00%
The Board
of Equalization administration fee (estimated 1 to 1.5%) is deducted from the gross receipts prior to calculating the Measure T allocations to the agencies.

Each sub-
division will earn interest at the Treasurer’s pooled interest rate and will be earned quarterly, based on average daily balance. Interest received will be recorded in account #45100 – Interest.

Revenu
es are to be recorded on an accrual basis.

ATTACHMENT 2

EXHIBIT C

Napa ValleyTransportation Authority – Tax Agency (“Authority” or NVTA-TA”) Measure T – Transportation Tax
Accounting, Reporting and Auditing Guidelines
2 | Page
Updated February 2022

3. Disbursements
a. Allocations of Taxes to the Agencies from the Authority As s
tated in Section 13 of Ordinance No 2012-01 “The Authority Auditor shall allocate funds to the agencies on a calendar quarter basis, together with any accrued interest, by the 20th day of the month following the end of the quarter.” In order to comply with this section, once the agencies are deemed eligible for receiving funds by NVTA-TA, on a quarterly basis as prescribed above, the Auditor-Controller shall run a detailed report on the activity in each sub-division’s cash account showing the monthly sales tax allocations and interest earnings. This will be attached to a payment claim form to transfer the funds to each agency. The expenditure line for the allocation will be recorded in account #52525 – Maintenance-Infrastructure/Land.

Expen
ditures are to be recorded on an accrual basis. Sales tax is generally three months in arrears, therefore at each year end, there will be an accrual set up as of 6/30 for the amount due to each agency once all sales taxes are received and interest is posted. b. Administration Expenditures: Sub-Division 83100-00 All direc
t administrative expenses will be accounted for directly out of the Administration budget unit, capped to the 1% of revenues generated from the Tax in accordance with Section 12 of Ordinance No. 2012-01. Expenditures are limited to “administrative functions providing overall program direction and management necessary to implement Authority policy, formulating organizational goals and objectives, coordinating activities with other agencies and organizations, performing finance, accounting, purchasing, personnel, government and community relations, and legal matters.”
c. ITOC Stipends – Section 11.D.2
ITOC
members are to receive a stipend of $250 per quarterly meeting, with an increase of $50 per meeting every five years, scheduled as follows:

Fiscal Year Quarterly Stipend
2018-19 through 2022-23 $250.00
2023-24 through 2027-28 $300.00
2028-29 through 2032-33 $350.00
2033-34 through 2037-38 $400.00
2038-39 through 2042-43 $450.00
• ITOC mem
bers must fill out a W-9 for IRS purposes to remain on file with the County Auditor-Controller, and will receive a 1099-misc form at the end of each calendar year for compensation received.
• Members must sign a stipend request form validating their attendance. No payment will be issued without a signed and dated form. (Exhibit A – Stipend Certification) • Stipends are construed as Administrative Expenditures and will be paid directly from this budget unit.

ATTACHMENT 2

EXHIBIT C

Napa ValleyTransportation Authority – Tax Agency (“Authority” or NVTA-TA”) Measure T – Transportation Tax
Accounting, Reporting and Auditing Guidelines
3 | Page
Updated February 2022
d. Auditor -Controller Administrative Salaries and Expenditures As t
he Authority Auditor, with the role of fiscal oversight and integrity of the Measure, the Napa County Auditor-Controller will be required to track all hours and expenses and provide a detailed accounting for all items requested to be reimbursed. As with all other Districts and JPA’s the Auditor-Controller will provide an annual hourly rate schedule, which varies by staff position, to ensure fair and equitable charges for work performed related to Measure T.

Quar
terly charges will be assessed for general accounting work including processing checks, reimbursement requests, journal entries, reports, audits and other work completed on behalf of the Napa Valley Transportation Authority and ITOC. These costs are construed as Administrative Expenditures and will be paid directly from the Administration budget unit. e. NVTA-TA Contracted Administrative Salaries and Expenditures As t
he administrators of the Napa Countywide Road Maintenance Act, NVTA shall be reimbursed for salaries and expenditures related to official business of the Act, including work completed on behalf of the Napa Valley Transportation Authority and ITOC. NVTA will be required to track all hours and expenses and provide a detailed accounting for all items requested to be reimbursed.

NVTA will provide an annual hourly rate schedule, which varies by staff position, to ensure fair and equitable charges for work performed related to Measure T.

A cl
aim, including a journal entry to transfer the funds from the Administration Sub-division to NVTA, with all back up documentation, shall be approvedby the Executive Director or designee and submitted to the Auditor-Controller forposting. These costs are construed as Administrative Expenditures and will be paid directly from the Administration budget unit. f. Authority Counsel Expenditures
The Aut
hority will be provided legal counsel by Napa Valley Transportation Authority Counsel .

NVTA’s Counsel will be required to track all hours and expenses and provide a detailed accounting for all items requested to be reimbursed. NVTA Counsel will provide an annual hourly rate schedule, which varies by staff position, to ensure fair and equitable charges for work performed related to Measure T.

The
se costs are construed as Administrative Expenditures and will be paid directly from the Administration budget unit.
g. Auditor-Controller’s Authority on Disbursements
The Auditor-Controller may dispute a claim from the Administration budget unit if the expenditure does not appear in accordance with the Ordinance or reasonable in amount.

Disputed claims may be brought forth by the claimant to the Authority for approval in a public meeting.

ATTACHMENT 2

EXHIBIT C

Napa ValleyTransportation Authority – Tax Agency (“Authority” or NVTA-TA”) Measure T – Transportation Tax
Accounting, Reporting and Auditing Guidelines
4 | Page
Updated February 2022

4. Financial Reporting Requirements for Measure T Funds held by NVTA-TA a. As stat
ed in 3.a above, after quarterly interest is posted by the County Treasurer the funds will be transferred to each agency.
b. Quarterly review of all transactions within each sub-division will be completed to ensure all postings are accurate and timely.
c. An annual review will occur prior to official close of the books to ensure all postings are accurate and timely and that all funds have been transferred to the appropriate agency as specified in the Master Agreement

5. Agency Record Keeping
a. Each
agency must keep the funds segregated in a special revenue fund specifically for Measure T.

All
revenue sources and expenditures using the revenues sources shall be fully accounted for.

Measure T funds should be recorded as Other Governmental Revenue on the agency books. All project expenditures should be budgeted for and disbursed from these funds so that a full accounting is captured, within proper accounting categories.

Each ag
ency accounts for and tracks its capital projects in a capital project fund and each project may include multiple funding sources. Each agency must provide a full accounting of all revenues and expenses attributed to each specific project. Therefore, expenditures within the Measure T special revenue fund, shall include “transfers out” to other funds for the monies being used within a capital project that was approved by the Master Agreement, as may be amended. Agencies shall keep the records using accrual accounting, setting up both receivables and payables as of June 30, of each fiscal year.

Definition: A Special Revenue Fund is a governmental fund type used to account for the proceeds of specific revenue sources that are restricted or committed to expenditure for specified purposes other than debt service or capital projects. The use of a special revenue fund ensures segregation of restricted funds, the ability to allocate proper interest earnings and ease of tracking the inflows and outflows of the revenues.
b. To ens
ure compliance with the 6.67% Class 1 path requirement, each agency will track all revenues and expenditures related to these projects and include the information on the progress reports discussed in #6 below.

6. Financial Reporting Requirements for Each Agency
Ever
y expenditure will have supporting documentation, including invoices and proper authorizations, to ensure that all costs charged to the funds are eligible and in full compliance with the Master Agreement. This documentation shall be maintained by each agency and shall be made available for inspection and audits upon request by either the Auditor-Controller or NVTA-TA.

Semi-
Annual Progress Reports are due March 1st (for the period of July – December) and September 1st (for the period of January – June). Each progress report shall provide a summary listing consisting ATTACHMENT 2

EXHIBIT C

Napa ValleyTransportation Authority – Tax Agency (“Authority” or NVTA-TA”) Measure T – Transportation Tax
Accounting, Reporting and Auditing Guidelines
5 | Page
Updated February 2022
of the Project Name, Approved Budget, Amount spent to date, Amount remaining, Percentage of Completion, and Date Completed if applicable. In addition, each agency will provide an accounting of the Class 1 path requirement, both year-to-date and cumulative since inception of the tax. (Exhibit E – Agency Progress Report)
Att
ached to each summary shall be a system generated trial balance report and detailed expenditure listing for the Special Revenue funds listed in Item 5 above. If, in the course of an expenditure review or audit, it is determined that an ineligible expense was made, the jurisdiction will be directed to return the funds to the LS&R Special Revenue fund for a future eligible expense.

Once
the agency’s general ledger is considered closed for the fiscal year and a comprehensive audit is completed, as stated in Section 4 of the Master Funding Agreement, and after approved by the jurisdictions governing body, each Agency will provide a copy of the Annual Comprehensive Financial Report (ACFR) January 31st of the next fiscal year.

7. Annual Audits
All
audits and record keeping will be performed in accordance with generally accepted accounting principles (GAAP) and Government Accounting Standards (GAS) • The Au
ditor-Controller will oversee the annual accounting and fiscal process through review of quarterly and annual reports submitted by each agency.
• NVTA-TA will oversee project performance through review of semi-annual reports submitted by each agency.
• Each Agency (County/Cities/Town) will procure an independent certified public accountant to conduct an annual financial audit that includes in its scope all transactions regarding Measure T.

This will NOT be an additional audit on top of their Annual Comprehensive Financial Report, as these funds are included in their overall agency operations for specified projects. Any findings will be communicated to the Authority Auditor, who will then present to the ITOC and Authority. • NVTA-TA will have an independent annual financial audit.. The audit will contain supplementary schedules which summarize each jurisdiction financial status regarding Measure T funds. This audit will be presented by the Independent Auditor and the Authority Auditor to the ITOC and Authority.
• Each agency will undergo a performance and compliance audit every three years, which is non- financial in nature. This audit shall be focused on the projects and compliance with the Master Agreement. This audit will be presented by the Independent Auditor to NVTA-TA and the ITOC.

The audits will be completed on a rotating basis with the City of Napa and Town of Yountville the first year, the County of Napa and City of St. Helena the second year, then the Cities of American Canyon and Calistoga thereafter. .
• The above audits satisfy all audit requirements in the Ordinance. Each agency is audited through their respective fiscal comprehensive annual audit process, the Authority will undergo a separate independent financial audit, and the independent performance and compliance audits on each agency will be completed triennially.
• Audits are construed as Administrative Expenditures and will be paid directly from the ITOC budget unit. There is a maximum of $70,000 per year (adjusted for inflation on the CPI) for annual financial and performance audits. NVTA-TA and the Authority Auditor will track these expenditures annually to ensure the maximum is not exceeded.

ATTACHMENT 2

EXHIBIT C

Napa ValleyTransportation Authority – Tax Agency (“Authority” or NVTA-TA”) Measure T – Transportation Tax
Accounting, Reporting and Auditing Guidelines
6 | Page
Updated February 2022

8. Community Report
Secti
on 11.B.e of Ordinance No. 2012-01 specifies that the Authority shall publish a biennial report to the community. For clarification, this report may be completed annually and will be compiled in collaborative manner between NVTA-TA, the Jurisdictions, ITOC and the Auditor-Controller. The Community Report is construed as Administrative Expenditures and will be paid directly from the ITOC budget unit.

9. Interagency Loans
In th
e event that one agency requests a loan from another for approved projects, an interagency loan agreement will be executed. Each agency shall record a due to/due from amount on their respective books with an approved pay back schedule. Total pay back must occur prior to the sunset of the tax.
[RESERV
E THIS SECTION FOR THE INTERAGENCY LOAN AGREEMENT.]
ATTACHMENT 2

EXHIBIT C

RESOLUTION No. X-X

A RESOLUTION OF THE CITY OF XXX

APPROVING PROJECTS UNDER MEASURE T PROGRAM

WHEREAS, on November 6, 2012 the voters of Napa County passed the Napa Countywide Road Maintenance Act, also known as Measure T, which imposes a half cent transaction and use ( sales) tax to provide supplemental funding for road maintenance as detailed in the Measure T Expenditure Plan; and

WHEREAS, the Napa Valley Transportation Authority -Tax Agency is the designated agency that administers and oversees the Measure T revenues; and

WHEREAS, the [City/Town/County of XX] is an eligible recipient of Measure T funds; and

WHEREAS, the tax proceeds will be used to pay for the projects outlined in the Measure T Expenditure Plan allocated to the County of Napa and the cities and town within Napa County (“Local Agencies”) as set forth in Measure T; and

WHEREAS, under the Measure T Expenditure Plan, Measure T funds are provided to the Local Agencies to be used for streets and roads projects as defined in the Measure; and

WHEREAS, the [City/Town/County of XX] has entered into a Master Agreement with NVTA-TA that outlines procedures for Measure T expenditures, and

WHEREAS, the [City/Town/County of XX] provided a draft five-year project list to NVTA-TA for the expenditure of Measure T funds as required by the Measure; and

WHEREAS, it has been determined by the NVTA- TA Board that these expenditures meet the requirements of the Measure T Master Agreement;

WHEREAS, Measure T project(s) will comply with the requirements under the California Environmental Quality Act (California Code Sections 21000 et seq .; as implemented through California Regulations Title 14, Chapter 3, Sections 15000 et seq.);

NOW, THEREFORE, BE IT RESOLVED by the [ City/Town Council of XX/County Board of Supervisors] as follows:

1. The [Council/Board of Supervisors] hereby adopts the five-year project list as set forth in Exhibit “A,” and authorizes the Public Works Director to file the list with NVTA-TA.

EXHIBIT D
ATTACHMENT 2

Passed and adopted this X day of XXX, 2014.

_______________________ Ayes:

Chair

Nays:

Absent:

ATTEST:

______________________________________
Clerk

APPROVED:

______________________________
Counsel

EXHIBIT D
ATTACHMENT 2

Measure T: Progress Report
Due March 31st and September 30th
Jurisdiction:

Period:

Measure T Project
No. Project Name Location Road Segment
Length
Sidewalk
Length
Number of Curb
ramps installed
or replaced
Program Approved
Budget
Measure T
Funds Other Funds
Measure T
Amount
Spent
Measure T
Amount
Remaining
Project
Status (%
Complete)
Project Start
Date
Estimated
Completion
Date
overlay
reconstruction
concrete work
safety
class 1 multi-us
TOTALS $0 $0 $0
Project Name Project Description Location Total Cost
Funding
Source Start Date
Estimated
Completion
Date
Measure T Semi-Annual Progress Report
"Recipients must demonstrate that 6.67% equivalent to
Measure T funds received has been committed to Class 1
Bike facilities.

Class I Facility Tracking
Amount of funds in Special Special
Measure T Revenue Fund: $0.00
ATTACHMENT 2

EXHIBIT E

RESOLUTION No. X-X

A RESOLUTION OF THE CITY OF XXX

APPROVING MAINTENANCE OF EFFORT AMOUNT UNDER MEASURE T

PROGRAM

WHEREAS, on November 6, 2012 the voters of Napa County passed the Napa Countywide Road Maintenance Act, also known as Measure T, which imposes a half cent transaction and use ( sales) tax to provide supplemental funding for road maintenance as detailed in the Measure T Expenditure Plan; and

WHEREAS, the Napa Valley Transportation Authority is the designated agency that administers and oversees the Measure T revenues; and

WHEREAS, the [City/Town/County of XX] is an eligible recipient of Measure T funds; and

WHEREAS, the tax proceeds will be used to pay for the projects outlined in the Measure T Expenditure Plan allocated to the County of Napa and the cities and town within Napa County (“Local Agencies”) as set forth in Measure T; and

WHEREAS, under the Measure T Expenditure Plan, Measure T funds are provided to the Local Agencies to be used for streets and roads projects as defined in the Measure; and

WHEREAS, the [City/Town/County of XX] has entered into a Master Agreement with NVTA-TA that outlines procedures for Measure T expenditures, and

WHEREAS, the [City/Town/County of XX] shall determine and certify to NVTA -TA the average maintenance of effort amount for Fiscal Years 2007- 08, 2008- 09 and 2009-10, consistent with the criteria set forth in Section 9 of Ordinance No. 2012- 01, including a memorandum detailing the supporting financial documentation and the methodology utilized to calculate the average fiscal year street and roads costs; and

WHEREAS, that amount set forth in Exhibit “A” will be deemed the “Maintenance of Effort” of the [ City/Town/County of XX ], which must be maintained annually throughout the term of the Measure from the General Fund of the [City/Town/County of XX]; and

WHEREAS, by January 1st each calendar year, the [City/Town/County of XX ] must certify to and provide NVTA-TA a copy of supporting documentation as well as a Resolution approved by the governing body of the [ City/Town/County of XX] , including backup documentation, demonstrating that the Maintenance of Effort was met the prior fiscal year; and;

EXHIBIT F
ATTACHMENT 2

WHEREAS, Measure T project(s) will comply with the requirements under the California Environmental Quality Act (California Code Sections 21000 et seq .; as implemented through California Regulations Title 14, Chapter 3, Sections 15000 et seq.);

NOW, THEREFORE, BE IT RESOLVED by the [ City/Town Council of XX/County Board of Supervisors] as follows:

1. The [Council/Board of Supervisors ] hereby adopts the Maintenance of Effort amount as set forth in Exhibit “A,” and authorizes the Public Works Director to file the amount with NVTA-TA.

Passed and adopted this X day of XXX, 2021.

_______________________ Ayes:

Chair

Nays:

Absent:

ATTEST:

______________________________________
Clerk

APPROVED:

______________________________
Attorney

EXHIBIT F
ATTACHMENT 2

RESOLUTION No. X-X

A RESOLUTION OF OF XXX

APPROVING CERTIFICATION OF EQUIVALENT FUND EXPENDITURES UNDER

MEASURE T PROGRAM

WHEREAS, on November 6, 2012 the voters of Napa County passed the Napa Countywide Road Maintenance Act, also known as Measure T, which imposes a half cent transaction and use ( sales) tax to provide supplemental funding for road maintenance as detailed in the Measure T Expenditure Plan; and

WHEREAS, the Napa Valley Transportation Authority is the designated agency that administers and oversees the Measure T revenues; and

WHEREAS, the [City/Town/County] is an eligible recipient of Measure T funds; and

WHEREAS, the tax proceeds will be used to pay for the projects outlined in the Measure T Expenditure Plan allocated to the County of Napa and the cities and town within Napa County (“Local Agencies”) as set forth in Measure T; and

WHEREAS, under the Measure T Expenditure Plan, Measure T funds are provided to the Local Agencies to be used for streets and roads projects as defined in the Measure; and

WHEREAS, the [City/Town/County] has entered into a Master Agreement with NVTA-TA that outlines procedures for Measure T expenditures, and

WHEREAS, the [City/Town/County] shall determine and certify to NVTA -TA the annual spending towards qualifying Class I Bicycle Facilities, consistent with the criteria set forth in S ection 3 B of Ordinance No. 2012- 01, including a memorandum detailing the supporting financial documentation and the methodology utilized to calculate the total spending and funding source; and

WHEREAS, that amount set forth in Exhibit “A” will be deemed the “Equivalent Fund Spending for Class I Bicycle Facilities ” of the [ City/Town/County], which must be maintained annually throughout the term of the Measure from the General Fund of the [City/Town/County]; and

WHEREAS, by January 31st each calendar year, the [City/Town/County] must certify to and provide NVTA-TA a copy of supporting documentation as well as a Resolution approved by the governing body of the [City/Town/County of ], including backup documentation, demonstrating that the Equivalent Fund Class I Bicycle Facilities spending occurred during the prior fiscal year; and;

EXHIBIT G
ATTACHMENT 2

WHEREAS, Measure T project(s) will comply with the requirements under the California Environmental Quality Act (California Code Sections 21000 et seq .; as implemented through California Regulations Title 14, Chapter 3, Sections 15000 et seq.);

NOW, THEREFORE, BE IT RESOLVED by the [ City/Town Council /County Board of Supervisors] as follows:

1. The [Council/Board of Supervisors ] hereby adopts the Equivalent Fund Class I Bicycle Facilities expenditures amount as set forth in Exhibit “A,” and authorizes the Public Works Director or designee to file the amount with NVTA-TA.

Passed and adopted this X day of XXX, 2022.

_______________________ Ayes:

Chair

Nays:

Absent:

ATTEST:

______________________________________
Clerk

APPROVED:

______________________________
Attorney

EXHIBIT G
ATTACHMENT 2